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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 56 added, 44 removed, 258 unchanged (28% of the section changed)

14 unchanged sentences

Amendment and Restatement of By-Laws

On February 21, 2024, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, to remove the supermajority voting requirement for amending Article II or Article VI of the By-laws.

Specifically, the amendments to the By-laws eliminate Article VI, Section 3 to remove the supermajority voting requirement, and update Article VI, Section 2 to remove the reference to Article VI, Section 3.

On February 19, 2025, the Board of Directors of the company amended and restated the company’s By-Laws, effective immediately, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law.

Among other things, the amendments to the By-laws update the advance notice and proxy access provisions to make certain clarifying and procedural changes.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.4 and incorporated by reference herein.

2 unchanged sentences

Boxer , our senior vice president, general counsel , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Boxer’s plan is for the exercise of vested stock options and the associated sale of up to 20,566 shares of company common stock through December 13, 2024.

The foregoing exercises or sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and December 13, 2024.

On December 12, 2023 , Lisa P.

Britt , our senior vice president, chief human resources officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Britt’s plan is for the exercise of vested stock options and the associated sale of up to 14,345 shares of company common stock through November 11, 2024.

On November 10, 2023 , Marc N.

Casper , our chairman, president and chief executive officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Casper’s plan is for the exercise of vested stock options

THERMO FISHER SCIENTIFIC INC.

and the associated sale of up to 202,150 shares of company common stock through November 1, 2024.

Boxer’s plan is for the exercise of vested stock options and the associated sale of up to 7,450 shares of company common stock through June 11, 2025.

The foregoing exercises and sales will be made in accordance with the prices and formulas set forth in the plan and such plan terminates on the earlier of the date all the shares under the plan are sold and June 11, 2025 .

On November 20, 2024 , Michael D.

Shafer , an executive vice president , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.

Shafer’s plan is for the sale of up to 2,509 shares of company stock, and the exercise of vested stock options and the associated sale of up to 10,725 shares of company common stock, through December 12, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

THERMO FISHER SCIENTIFIC INC.

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

The information with respect to executive officers required by this Item is included in Item 1 of Part I of this report.

The information with respect to our insider trading arrangements and policies required by this Item will be contained in our Proxy Statement under “Executive compensation” and is incorporated in this report by reference.

The other information required by this Item will be contained in our Proxy Statement including under “Corporate governance,” and is incorporated in this report by reference.

12 unchanged sentences

Exhibit Number Description of Exhibit

2.1 Agreement and Plan of Merger, dated as of April 15, 2021, by and among Thermo Fisher Scientific Inc., Powder Acquisition Corp.

and PPD, Inc.

(filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 16, 2021 [File No.

1-8002] and incorporated in this document by reference).

3.1 Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 [File No.

4 unchanged sentences

1-8002] and incorporated in this document by reference).

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

3.4 Amended and Restated By-Laws of the Registrant, as amended and effective as of February 19, 2025

3 unchanged sentences

1-8002] and incorporated in this document by reference).

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

4.2 Sixth Supplemental Indenture, dated as of December 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A.

19 unchanged sentences

1-8002] and incorporated in this document by reference).

4.12 Twenty-Third Supplemental Indenture, dated as of October 22, 2021, between the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 22, 2021 [File No.

1-8002] and incorporated in this document by reference).

4.12 Twenty-Fourth Supplemental Indenture, dated as of October 20, 2022, between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 20, 2022 [File No.

11 unchanged sentences

1-8002] and incorporated in this document by reference).

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

4.18 Third Supplemental Indenture, dated as of October 18, 2021, among Thermo Fisher International , as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 18, 2021 [File No.

5 unchanged sentences

10.1 Thermo Fisher Scientific Inc.

Deferred Compensation Plan for Directors of the Registrant, as amended and restated effective February 21, 2024 .*

Deferred Compensation Plan for Directors of the Registrant, as amended and restated effective February 21, 2024 .* (filed as Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 [File No.

1-8002] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

10.2 Thermo Electron Corporation Deferred Compensation Plan, effective November 1, 2001 (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2001 [File No.

50 unchanged sentences

10.19 Thermo Fisher Scientific Inc.

Exhibit Number Description of Exhibit

10.19 Thermo Fisher Scientific Inc.

Amended and Restated 2013 Stock Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Form S-8 filed on May 24, 2023 [File No.

6 unchanged sentences

001-37837] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

10.22 Amendment to Patheon N.V.

22 unchanged sentences

1-8002] and incorporated in this document by reference).*

10.30 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No.

1-8002] and incorporated in this document by reference).*

10.30 Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 25, 2020 (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No.

2 unchanged sentences

1-8002] and incorporated in this document by reference).*

10.33 Form of Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc.

Casper effective as of February 25, 2020 (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No.

1-8002] and incorporated in this document by reference).*

10.34 Form of Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc.

Casper effective as of February 25, 2020 (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 [File No.

1-8002] and incorporated in this document by reference).*

10.32 Form of Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.

12 unchanged sentences

333-235860] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

10.37 Amendment to Nonstatutory Stock Option Agreements between Thermo Fisher Scientific Inc.

11 unchanged sentences

1-8002] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

10.42 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 [File No.

10 unchanged sentences

10.46 Thermo Fisher Scientific Inc.

Deferred Compensation Plan, as amended and r estated January 1, 2024 .*

Deferred Compensation Plan, as amended and restated January 1, 2024 (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 [File No.

1-8002] and incorporated in this document by reference).*

10.47 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 21, 2024 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.48 Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 21, 2024 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.49 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 21, 2024 (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.50 Form of Thermo Fisher Scientific Inc.’s Performance Nonstatutory Stock Option Agreement effective as of February 21, 2024 (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.51 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc.

Casper, effective as of February 21, 2024 (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.52 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.

Casper, effective as of February 21, 2024 (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.53 Form of Thermo Fisher Scientific Inc.’s Performance Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.

Casper, effective as of February 21, 2024 (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 [File No.

1-8002] and incorporated in this document by reference).*

10.54 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 19, 2025 .*

10.55 Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 19, 2025 .*

10.56 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 19, 2025 .*

10.57 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc.

Casper effective as of February 19, 2025 .*

10.58 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc.

Casper effective as of February 19, 2025 .*

19 Thermo Fisher Scientific Inc.

Insider Trading Policy.

21 Subsidiaries of the Registrant .

5 unchanged sentences

32.2 Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Clawback Policy

97 Clawback Policy (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 [File No.

1-8002] and incorporated in this document by reference).*

THERMO FISHER SCIENTIFIC INC.

Exhibit Number Description of Exhibit

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

28 unchanged sentences

/s/ Nelson J.

Director Director

/s/ Debora L.

Chandy Debora L.

Chai Debora L.

Director Director

Martin Harris By:

Martin Harris Scott M.

Chandy Scott M.

Director Director

Jacks Dion J.

Martin Harris By:

Martin Harris Dion J.

Director Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures