Nordson Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: NDSN · Form: DEF 14A · Filed: Jan 19, 2024 · CIK: 72331

Nordson Corp DEF 14A Filing Summary
FieldDetail
CompanyNordson Corp (NDSN)
Form TypeDEF 14A
Filed DateJan 19, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$2.6 Billion, $819 Million, $707 Million, $150 Million, $487 Million
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Nordson Corp., Executive Compensation, Corporate Governance

TL;DR

<b>Nordson Corp. has filed its Definitive Proxy Statement (DEF 14A) for the period ending March 5, 2024.</b>

AI Summary

NORDSON CORP (NDSN) filed a Proxy Statement (DEF 14A) with the SEC on January 19, 2024. Nordson Corp. filed a DEF 14A filing on January 19, 2024. The filing covers the period ending March 5, 2024. Nordson Corp. is incorporated in Ohio. The company's fiscal year ends on October 31. The filing includes detailed information on executive compensation and pension benefits for both PEO and Non-PEO members.

Why It Matters

For investors and stakeholders tracking NORDSON CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, voting matters, and corporate governance, enabling informed voting decisions. The detailed breakdown of compensation components and pension benefits offers transparency into how executive pay is structured and its potential impact on shareholder value.

Risk Assessment

Risk Level: low — NORDSON CORP shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate strategy and shareholder returns.

Key Numbers

  • 2024-01-19 — Filing Date (DEF 14A filing date)
  • 2024-03-05 — Period of Report (Conformed period of report)
  • 1031 — Fiscal Year End (Nordson Corp. fiscal year end)

Key Players & Entities

  • NORDSON CORP (company) — Filer name
  • 2024-01-19 (date) — Filing date
  • 2024-03-05 (date) — Period of report
  • OH (location) — State of incorporation
  • 3569 (industry_code) — Standard Industrial Classification
  • 4408921580 (phone_number) — Business phone

FAQ

When did NORDSON CORP file this DEF 14A?

NORDSON CORP filed this Proxy Statement (DEF 14A) with the SEC on January 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NORDSON CORP (NDSN).

Where can I read the original DEF 14A filing from NORDSON CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NORDSON CORP.

What are the key takeaways from NORDSON CORP's DEF 14A?

NORDSON CORP filed this DEF 14A on January 19, 2024. Key takeaways: Nordson Corp. filed a DEF 14A filing on January 19, 2024.. The filing covers the period ending March 5, 2024.. Nordson Corp. is incorporated in Ohio..

Is NORDSON CORP a risky investment based on this filing?

Based on this DEF 14A, NORDSON CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

What should investors do after reading NORDSON CORP's DEF 14A?

Review the executive compensation details and any shareholder proposals to understand potential impacts on corporate strategy and shareholder returns. The overall sentiment from this filing is neutral.

How does NORDSON CORP compare to its industry peers?

Nordson Corp. operates in the General Industrial Machinery & Equipment sector.

Are there regulatory concerns for NORDSON CORP?

The filing is a DEF 14A, a standard disclosure document required by the SEC for public companies.

Industry Context

Nordson Corp. operates in the General Industrial Machinery & Equipment sector.

Regulatory Implications

The filing is a DEF 14A, a standard disclosure document required by the SEC for public companies.

What Investors Should Do

  1. Analyze executive compensation packages for key personnel.
  2. Review any shareholder proposals and management's recommendations.
  3. Examine the company's governance practices outlined in the filing.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Stats: 4,426 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-01-19 08:03:57

Key Financial Figures

  • $2.6 Billion — BITDA Adjusted Operating Profit (1) $2.6 Billion A Nordson Record $819 Million A Nord
  • $819 Million — t (1) $2.6 Billion A Nordson Record $819 Million A Nordson Record $707 Million 27% of
  • $707 Million — Record $819 Million A Nordson Record $707 Million 27% of Sales Dividends Paid Total S
  • $150 Million — n (2) Net Income/Free Cash Flow (1) $150 Million 60 th consecutive year dividend has i
  • $487 Million — ncreased 10 Year = 227% 5 Year = 82% $487 Million/ $607 Million FCF 125% of net income
  • $607 Million — ar = 227% 5 Year = 82% $487 Million/ $607 Million FCF 125% of net income GOVERNANCE B

Filing Documents

Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management

Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management 34 Proposal 3: Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers 36

Executive Compensation Discussion and Analysis

Executive Compensation Discussion and Analysis 37 Executive Summary 39 Discussion of Our Compensation Program 42 Compensation Committee Report 63 Risks Related to Executive Compensation Policies and Practices 64 Summary Compensation for Fiscal Year 2023 65 Grants of Plan-Based Awards 69 Outstanding Equity Awards at October 31, 2023 72 Option Exercises and Stock Vested Tables 75 Pension Benefits 76 Non-Qualified Deferred Compensation 79 Potential Benefits Upon Termination or Change of Control 81 CEO Pay Ratio 85 Audit Committee Report 90 Questions and Answers About the Annual Meeting and These Proxy Materials 91 Website References Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through Nordson's internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements

Forward-looking Statements This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward looking statements may be identified by the use of words such as "believe," "expect," "plans," "intends," "may," "strategy," "target," "goals," "anticipate," and other similar words, and include, without limitation, statements regarding the anticipated effects of the August 2023 acquisition of the ARAG Group and its integration, as well as Table of Contents our expectations about our future earnings and dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in Nordson's Annual Report on Form 10-K for the year ended October 31, 2023 and other documents Nordson files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by Nordson speak only as of the date on which they are made. Nordson is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Table of Contents Nordson Corporation NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held Tuesday, March 5, 2024 Date and Time: Tuesday, March 5, 2024 9:00 a.m. Eastern Time Place: Virtually, Via Audio-Only To attend the Annual Meeting you must register at www.proxydocs.com/NDSN Proposals: 1.To elect four director nominees to our Board of Directors; 2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024; 3.To approve, on an advisory basis, the compensation of ou

: Gender Identity

Part I: Gender Identity Directors 2 7 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — 1 — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 2 5 — — Two or More Races or Ethnicities — — — — LGBTQ+ — — — — Did Not Disclose Demographic Background — — — — Directors who are Military Veterans 1 Directors with Disabilities 0 In determining whether to recommend a director for re-election, the Governance and Sustainability Committee considers, among other attributes, the director's skills and expertise, participation in and contributions to the activities of the Board, the results of the annual Board evaluation, and past meeting attendance. The name and age (as of the Annual Meeting) of each of the four nominees for election as directors, as well as present directors whose terms will continue after the Annual Meeting, are listed in the next section, together with his or her principal occupation for at least the past five years, the year each became a director of the Company and certain other relevant information. Proxies that are duly executed and properly submitted but do not withhold the authority to vote for any or all of the nominees will be voted for the election as directors of all of the nominees named below. At this time, the Board is not aware of any reason that would prevent any nominee from being a candidate at the Annual Meeting. However, in the event any one or more of such nominees becomes unavailable for election, proxies will be voted in accordance with the best judgment of the proxy holder. Nordson Corporation – 2024 Proxy Statement | 11 Table of Contents Nominee for Terms Expiring in 2026 CHRISTOPHER L. MAPES Director Since: 2024 Age: 62 Committees: Audit Other Public Directorships (current in bold): Lincoln Electric Holdings, Inc. (Nasdaq: LECO) The Timken Company (NYSE: TKR) A.O. Smith Corporation (NYSE: AOS) Mr. Mapes r

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