Form 8-K - Current report

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): March 5, 2024

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Ohio	000-07977	34-0590250
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


28601 Clemens Road Westlake, Ohio 44145 (Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 440-892-1580

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 Shares, without par value

NDSN

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or 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 5.07 Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting held on March 5, 2024, 52,129,112 shares of the 57,115,502 shares that were outstanding and entitled to vote (91.27%) were represented in person or by proxy and constituted a quorum. The final voting results for each of the proposals submitted to a vote of shareholders at the 2024 Annual Meeting are set forth below.

Proposal 1 – The Company’s shareholders elected Christopher L. Mapes to the Board of Directors to serve until the 2026 annual meeting of shareholders, and Frank M. Jaehnert, Ginger M. Jones, and Milton M. Morris to the Board of Directors, each to serve until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The votes were cast as follows:


	Votes For	Votes Withheld	Broker Non-Votes
Christopher L. Mapes	41,440,223	6,896,501	3,792,388
Frank M. Jaehnert	47,649,708	1,098,267	3,381,138
Ginger M. Jones	47,079,620	1,256,671	3,792,821
Milton M. Morris	43,595,707	4,739,366	3,794,039

Proposal 2 – The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024. The votes were cast as follows:


For	Against	Abstain
50,117,414	1,938,124	73,574

Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2024 Annual Meeting. The votes were cast as follows:


For	Against	Abstain	Broker Non-Votes
46,102,380	2,539,287	123,864	3,363,581

Item 8.01 Other Events.

At the annual organizational meeting following the 2024 Annual Meeting, the Board of Directors (the “Board”) elected Victor L. Richey, Jr. as chair of the Board effective March 6, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		NORDSON CORPORATION

Date:	March 8, 2024	By:	/s/ Jennifer L. McDonough
			Jennifer L. McDonough
			Executive Vice President, General Counsel & Secretary

Cover	Mar. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 05, 2024
Entity Registrant Name	NORDSON CORPORATION
Amendment Flag	false
Entity Central Index Key	0000072331
Entity Incorporation, State or Country Code	OH
Entity File Number	000-07977
Entity Tax Identification Number	34-0590250
Entity Address, Address Line One	28601 Clemens Road
Entity Address, City or Town	Westlake
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44145
City Area Code	440
Local Phone Number	892-1580
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	NDSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false