Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 THERMO FISHER SCIENTIFIC INC. (Exact name of Registrant as specified in its Charter) Delaware 1-8002 04-2209186 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 168 Third Avenue Waltham , Massachusetts 02451 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 781 ) 622-1000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1.00 par value TMO New York Stock Exchange 0.750% Notes due 2024 TMO 24A New York Stock Exchange 0.125% Notes due 2025 TMO 25B New York Stock Exchange 2.000% Notes due 2025 TMO 25 New York Stock Exchange 3.200% Notes due 2026 TMO 26B New York Stock Exchange 1.400% Notes due 2026 TMO 26A New York Stock Exchange 1.450% Notes due 2027 TMO 27 New York Stock Exchange 1.750% Notes due 2027 TMO 27B New York Stock Exchange 0.500% Notes due 2028 TMO 28A New York Stock Exchange 1.375% Notes due 2028 TMO 28 New York Stock Exchange 1.950% Notes due 2029 TMO 29 New York Stock Exchange 0.875% Notes due 2031 TMO 31 New York Stock Exchange 2.375% Notes due 2032 TMO 32 New York Stock Exchange 3.650% Notes due 2034 TMO 34 New York Stock Exchange 2.875% Notes due 2037 TMO 37 New York Stock Exchange 1.500% Notes due 2039 TMO 39 New York Stock Exchange 1.875% Notes due 2049 TMO 49 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or (§230.405 of this chapter) Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).        Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Amended and Restated 2013 Stock Incentive Plan On May 24, 2023, at the Thermo Fisher Scientific Inc. (the “Company”) annual meeting of shareholders (the “Annual Meeting”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated 2013 Stock Incentive Plan (the “Plan”). Previously, the Board of Directors of the Company approved the Plan (subject to shareholder approval) to, among other changes, increase the number of shares of the Company’s Common Stock authorized for issuance under the Plan by 7,000,000 shares. A description of the material terms of the Plan was set forth in the Company’s proxy statement for the Annual Meeting which was filed with the U.S. Securities and Exchange Commission on April 7, 2023 (the “Proxy Statement”). The description of the Plan contained herein is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. 2023 Global Employee Stock Purchase Plan At the Annual Meeting, the Company’s shareholders also approved the 2023 Global Employee Stock Purchase Plan (the “ESPP”). Previously, the Board of Directors of the Company approved the ESPP (subject to shareholder approval). Up to 12,000,000 shares of the Company’s Common Stock are authorized for issuance under the ESPP. A description of the material terms of the ESPP was set forth in the Proxy Statement. The description of the ESPP contained herein is qualified in its entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. Item 5.07    Submission of Matters to a Vote of Security Holders At the Annual Meeting held on May 24, 2023, the shareholders of the Company voted on the following proposals: 1.    The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2024 annual meeting of shareholders. For Against Abstain Broker Non-Votes Marc N. Casper 292,552,916  30,261,664  1,350,678  18,986,879  Nelson J. Chai 302,287,357  21,158,341  719,560  18,986,879  Ruby R. Chandy 319,922,493  3,942,167  300,598  18,986,879  C. Martin Harris 307,173,930  16,689,675  301,653  18,986,879  Tyler Jacks 315,243,173  8,557,663  364,422  18,986,879  R. Alexandra Keith 309,690,142  14,140,673  334,443  18,986,879  James C. Mullen 316,424,303  7,440,013  300,942  18,986,879  Lars R. Sørensen 291,759,034  31,752,536  653,688  18,986,879  Debora L. Spar 319,945,740  3,909,868  309,650  18,986,879  Scott M. Sperling 303,594,389  20,201,565  369,304  18,986,879  Dion J. Weisler 306,831,551  17,032,747  300,960  18,986,879  2.    A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. For: 255,371,632  Against: 68,034,961  Abstain: 758,665  Broker Non-Votes: 18,986,879  3.    Shareholders approved, on an advisory basis, a frequency of “1 Year” for future advisory votes on named executive officer compensation. Future advisory votes on named executive officer compensation will be held every year. 1 Year: 319,559,883  2 Years: 330,669  3 Years: 3,964,661  Abstain: 310,045  2 4.    The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified. For: 309,795,691  Against: 33,056,068  Abstain: 300,378  5.    The Amended and Restated 2013 Stock Incentive Plan was approved. For: 305,558,797  Against: 18,084,900  Abstain: 521,561  Broker Non-Votes: 18,986,879  6.    The 2023 Global Employee Stock Purchase Plan was approved. For: 322,605,155  Against: 1,214,391  Abstain: 345,712  Broker Non-Votes: 18,986,879  Item 9.01    Financial Statements and Exhibits Exhibit Number Description of Exhibit 10.1 Thermo Fisher Scientific Inc. Amended and Restated 2013 Stock Incentive Plan (filed as Exhibit 99.1 to the Registrant’s Form S-8 filed May 24, 2023 [File No. 333-272173] and incorporated in this document by reference). 10.2 Thermo Fisher Scientific Inc. 2023 Global Employee Stock Purchase Plan (filed as Exhibit 99.2 to the Registrant’s Form S-8 filed May 24, 2023 [File No. 333-272173] and incorporated in this document by reference). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THERMO FISHER SCIENTIFIC INC. Date: May 26, 2023 By: /s/ Michael A. Boxer Michael A. Boxer Senior Vice President and General Counsel 4