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Pall shareholders approve $13.8 billion acquisition by Danaher in a landslide

Pall Corp. shareholders approved the company's $13.8 billion

Pall Corp. shareholders approved the company's $13.8 billion acquisition by Danaher Corp. during a special meeting, July 28, 2015 at the company's Port Washington headquarters, shown here on April 30, 2012. Credit: Barry Sloan

Pall Corp. shareholders approved the company's $13.8 billion acquisition by Danaher Corp. in a landslide, 87.4 million in favor and 478,083 opposed.

But a much larger minority of shareholder votes were opposed to merger-related compensation for Pall executives in a nonbinding, advisory vote.

The proxy voting was conducted at a special meeting Tuesday at Pall's Port Washington headquarters, and results were announced Wednesday.

The shares voted in favor of the deal represent 81.8 percent of Pall's outstanding stock. Only 1.3 million shares were cast to oppose or abstain from the proposal, with the remainder not voting, according to a filing with the Securities and Exchange Commission.

Pall is one of two large public companies on Long Island that agreed to be bought by other companies this year. Lake Success-based Dealertrack Technologies, which sells software to car dealers, is being acquired by Cox Automotive, of Atlanta, owner of Kelley Blue Book.

Pall shareholders will receive $127.20 per share under the acquisition agreement. In a news release, Pall, which makes filtration and purification products, said that the deal with Danaher, a Washington, D.C., conglomerate, is expected to close by year's end. European Union and Federal Trade Commission regulators already have cleared the acquisition.

On the advisory vote concerning the "golden parachutes" granted to Pall executives, 13.5 million shares were cast against the plan with 1.1 million abstentions, while 74.1 million shares were voted in favor.

Lawrence Kingsley, Pall Corp. chairman and CEO, stands to gain the biggest merger-related payout. He is in line for a direct golden parachute payout of $74.1 million, and, when accelerated vesting of previously granted stock options and restricted stock is included, the windfall comes to $109.2 million.

The executive, who joined Pall less than four years ago, will step down when the deal closes and be succeeded by Rainer Blair, a vice president and group executive at Danaher.

In another government filing, Pall said Wolfgang Platz, president of Pall Europe, submitted his resignation on Tuesday with an effective date of Friday. The company said the departure "is not due to a dispute or disagreement with the company."

Shares of Pall rose 13 cents to close at $126.43 Wednesday, while Danaher shares climbed 2.8 percent to close at $90.91.

CORRECTION: The day of the Pall special meeting was wrong in earlier versions of this story.

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