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): January 16, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 16, 2024, the Board of Directors (the “Board”) of Nordson Corporation (the “Company”) appointed Christopher L. Mapes as a Director to the class of directors whose term is scheduled to expire at the Company’s 2026 Annual Meeting of Shareholders and as a member of the Audit Committee. As a matter of good governance, Mr. Mapes will stand for election at the upcoming 2024 Annual Meeting of Shareholders.

Mr. Mapes retired as president and chief executive officer of Lincoln Electric Holdings, Inc. (Nasdaq: LECO) (a global manufacturer of welding and automation solutions) in December 2023, a position he held since December 2012 after serving as chief operating officer in 2011. Prior to that, he served as executive vice president and a divisional president of A.O. Smith Corporation (NYSE: AOS) (residential and commercial water heater and boiler manufacturing) until its divestiture in 2011. He continues to serve as Executive Chairman of Lincoln Electric, a position he has held since 2013. Mr. Mapes' experience spans more than 35 years of industrial manufacturing experience in large, global, publicly-traded companies. Beyond his keen understanding of the manufacturing industry, Mr. Mapes has significant experience developing and implementing strategic operating plans, merger and acquisitions, global operations and international compliance. In addition to serving on the boards of Lincoln Electric Holdings, Inc. and the Company, Mr. Mapes serves as a director for The Timken Company (NYSE: TKR) and AO Smith Corporation (NYSE: AOS).

The Board has determined that Mr. Mapes is independent under the listing standards of the Nasdaq Stock Market. There are no arrangements or understandings between Mr. Mapes and any other persons pursuant to which Mr. Mapes was selected as a Director, and there are no transactions in which Mr. Mapes has an interest requiring disclosure under Item 404(a) of Regulation S-K.

As a non-employee Director, Mr. Mapes will receive annual compensation of $165,000 in equity retainer and $90,000 in cash retainer, each prorated for fiscal year 2024, in the same manner as the Company’s other non-employee Directors. On or about February 1, 2024, Mr. Mapes will receive prorated restricted share units representing the equity portion of his annual director compensation under the Company’s 2021 Stock Incentive and Award Plan.

The Company has entered into its standard Director indemnification agreement with Mr. Mapes, which supplements the indemnification coverage afforded by the Company’s 2023 Amended Regulations and under Ohio law.

Item 8.01 Other Events.

On January 16, 2024, the Company issued a press release announcing Mr. Mapes appointment. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



99.1						Press release of Nordson Corporation dated January 16, 2024.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	January 16, 2024	By:	/s/ Jennifer L. McDonough
			Jennifer L. McDonough
			Executive Vice President, General Counsel & Secretary

Exhibit 99.1


FOR RELEASE:	Immediately	Nordson Corporation
CONTACT:	Lara Mahoney	28601 Clemens Road
	Vice President, Investor Relations and Corporate Communications	Westlake, Ohio 44145 USA
	440-204-9985
	lara.mahoney@nordson.com

Nordson Corporation Elects Christopher Mapes to its Board of Directors

Westlake, Ohio – January 16, 2024 – Nordson Corporation (NASDAQ-NDSN) announced the election of Christopher L. Mapes, retired president and chief executive officer of Lincoln Electric Holdings, Inc. (NASDAQ: LECO), to its board of directors, effective today. Mr. Mapes has more than 38 years of experience leading diversified global manufacturing companies. Beyond his keen understanding of the manufacturing industry, Mr. Mapes has significant experience in the areas of mergers and acquisitions, global operations, international compliance and developing and implementing strategic operating plans.

“We are pleased to welcome Chris to the Company’s board of directors,” said Michael J. Merriman, chairman of Nordson’s board of directors. “Chris is a talented executive with substantial global experience and a demonstrated track record of growing businesses, organically and through strategic acquisitions. I am confident Chris’ commitment to performance improvement and value creation will prove beneficial to Nordson and its shareholders.”

Mr. Mapes currently serves as executive chairman of the board of Lincoln Electric Holdings, Inc. In addition, he is currently a member of the board of directors of A.O. Smith Corporation (NYSE: AOS), where he serves on the audit committee; and The Timken Company (NYSE: TKR), where he serves on the audit and nominating & corporate governance committees.

“As a leader of global manufacturing companies, I’ve always been impressed with Nordson’s strong financial performance. I’m excited to join the Company during this important chapter of the Ascend strategy, propelled by the implementation of the NBS Next growth framework and pursuit of organic and acquisitive growth. I look forward to partnering with the board of directors

Exhibit 99.1

and executive management team, as we continue to strengthen this great company,” said Mr. Mapes.

Mr. Mapes’ appointment brings the total number of Nordson directors to nine, following the recent departure of director Mary Puma. He will serve on the board’s audit committee immediately upon appointment.

About Christopher Mapes

In 2010, Mr. Mapes joined Lincoln Electric, a Cleveland, Ohio-based global manufacturer of welding and automation solutions, as a member of the board of directors and was named president and CEO in 2012. He served as chairman, president and CEO from 2013 to December 2023. He currently serves as executive chairman of Lincoln Electric. Prior to his career at Lincoln Electric, Mr. Mapes was executive vice president of A.O. Smith Corporation and president of its Electrical Products unit, and president of motor sales and marketing at Regal Beloit Corporation. He started his manufacturing career in a salaried development program in the powertrain division for General Motors.

Mr. Mapes holds a Bachelor of Science degree from Ball State University, a Master of Business Administration from Kellogg School of Management, Northwestern University, and a Juris Doctor degree from the University of Toledo.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.

# # #

Cover	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 16, 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