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 22, 2013

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

(781) 622-1000

(Registrant’s telephone number including area code)

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):

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

New Equity Compensation Plan

At Thermo Fisher Scientific Inc.’s (the “Company”) annual meeting of stockholders on May 22, 2013, the stockholders approved the 2013 Stock Incentive Plan (the “2013 Stock Plan”). The Company’s Board of Directors had previously adopted the 2013 Stock Plan, subject to stockholder approval. The 2013 Stock Plan, which is administered by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), permits us to grant to our employees awards based on shares of our common stock, including stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units and other stock-based awards. Subject to adjustment in the event of changes in capitalization, the maximum number of shares of our common stock that may be issued under the 2013 Stock Plan is 22,000,000. The 2013 Stock Plan contains the following sub-limits for awards granted thereunder: the maximum number of shares of our common stock with respect to which (a) awards other than options and SARs may be granted is 11,000,000, (b) awards may be granted to non-employee directors is 1,200,000 and (c) awards may be granted to any one participant is 2,000,000 per year. The 2013 Stock Plan has a term of ten years.

For a more detailed description of the 2013 Stock Plan, see Proposal Three of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2013. A copy of the 2013 Stock Plan is attached as Appendix A to the Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

New Incentive Compensation Plan

Also on May 22, 2013, at the Company’s annual meeting of stockholders, the stockholders approved the 2013 Annual Incentive Award Plan (the “2013 Incentive Plan”). The Company’s Compensation Committee had previously adopted the 2013 Incentive Plan, subject to stockholder approval. The 2013 Incentive Plan, which is administered by the Compensation Committee, provides for the payment of annual cash incentive compensation for the persons designated as executive officers of the Company, based on the achievement of pre-established performance goals. The 2013 Incentive Plan requires that, no later than ninety days after the beginning of each calendar year, the Compensation Committee (i) select executive officers eligible to participate in the 2013 Incentive Plan for that year; (ii) determine the performance goals that must be achieved in order for awards to be paid under the 2013 Incentive Plan; and (iii) determine the total amount which may be available for payout to eligible employees based upon the relative level of attainment of the selected performance goals. The 2013 Incentive Plan specifies the objective business criteria that the performance goals are required to be based upon. Prior to the payment of awards, the Compensation Committee must certify that the applicable performance goals have been attained. The maximum payment to any eligible employee under the 2013 Incentive Plan for any year will be $5,000,000.

For a more detailed description of the 2013 Incentive Plan, see Proposal Four of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2013. A copy of the 2013 Incentive Plan is attached as Appendix B to the Proxy Statement and is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

Also on May 22, 2013, at the Company’s annual meeting of stockholders, the stockholders of the Company voted on the following proposals:

Following the annual meeting, Thomas J. Lynch, William G. Parrett and Scott M. Sperling, having terms expiring in 2014, continued in office.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed herewith:

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 thereunto duly authorized, on this 23rd day of May, 2013.

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