Donaldson Co. Sets 2024 Annual Meeting for Nov 22

Ticker: DCI · Form: DEF 14A · Filed: Oct 2, 2024 · CIK: 29644

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

Related Tickers: DCI

TL;DR

DCI proxy filed for Nov 22 meeting - vote on directors, exec pay, and auditor.

AI Summary

Donaldson Company, Inc. (DCI) has filed its definitive proxy statement for the 2024 Annual Meeting of Stockholders, scheduled for November 22, 2024, at 1:00 p.m. CST. Key items of business include the election of directors, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2025. The record date for voting eligibility is September 23, 2024.

Why It Matters

This filing outlines the key proposals shareholders will vote on, including director elections and executive pay, which directly impact the company's governance and leadership.

Risk Assessment

Risk Level: low — This is a routine annual proxy filing detailing meeting logistics and standard voting items.

Key Players & Entities

FAQ

When is the 2024 Annual Meeting of Stockholders for Donaldson Company, Inc.?

The 2024 Annual Meeting of Stockholders is scheduled for Friday, November 22, 2024, at 1:00 p.m. (CST).

What is the record date for determining stockholders entitled to vote at the meeting?

The record date is the close of business on September 23, 2024.

What are the main items of business to be voted on at the meeting?

The items of business include the election of directors, a non-binding advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025.

Who is proposed to be ratified as the independent registered public accounting firm?

PricewaterhouseCoopers LLP is proposed to be ratified as the independent registered public accounting firm for the fiscal year ending July 31, 2025.

Where is Donaldson Company, Inc. headquartered?

Donaldson Company, Inc. is headquartered at 1400 West 94th Street, Minneapolis, Minnesota 55431-2370.

Filing Stats: 4,776 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2024-10-02 15:39:55

Filing Documents

SECURITY OWNERSHIP

SECURITY OWNERSHIP 6

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS 8 Board Recommendation 8 Information Regarding Directors 9 CORPORATE GOVERNANCE 16 Corporate Governance Highlights 16 Board Oversight and Director Independence 16 Policy and Procedures Regarding Transactions with Related Persons 17 Board Leadership Structure 17 Risk Oversight by Board of Directors 18 Meetings and Committees of the Board of Directors 19 Audit Committee 20 Audit Committee Expertise 20 Human Resources Committee 21 Corporate Governance Committee 22 Corporate Governance Guidelines 22 Security Trading and Information Disclosure Policy 22 Code of Business Conduct and Ethics 22 Board Composition 22 Director Commitments 23 Director Selection Process 23 Executive Sessions and Evaluations 24 Board Evaluations 24 Communications with Directors 25 Complaint-Handling Procedures 25 DIRECTOR COMPENSATION 25 Director Compensation Process 25 Director Compensation Program Elements 26 Fiscal 2024 Director Compensation 27

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 Compensation Committee Report 29 Compensation Discussion and Analysis 30 Compensation Risk Analysis 41 Summary Compensation Table 42 Fiscal 202 4 Grants of Plan-Based Awards Table 44 Outstanding Equity Awards at 2024 Fiscal Year-End 45 Fiscal 202 4 Option Exercises and Stock Vested Table 47 Pension Benefits 47 Non-Qualified Deferred Compensation 49 Potential Payments Upon Termination or Change in Control 49 Pay Ratio Disclosure 54 Pay Versus Performance Disclosure 54 Policies and Practices Related to the Grant of Certain Equity Awards 59 INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 60 Audit Committee Report 60 Independent Registered Public Accounting Firm Fees 61 Audit Committee Pre-Approval Policies and Procedures 61

: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 62 Board Recommendation 62 EQUITY COMPENSATION PLAN INFORMATION 63

: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 64 Board Recommendation 64 DONALDSON COMPANY, INC. 1400 West 94th Street Minneapolis, Minnesota 55431-2370 PROXY STATEMENT Mailing Date: October 2, 2024 PROPOSALS YOU ARE ASKED TO VOTE ON

: Election of Directors

Item 1: Election of Directors Three current directors, Christopher M. Hilger, James J. Owens, and Trudy A. Rautio are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 9-14. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders. The Board of Directors unanimously recommends a vote FOR the election of each director nominee.

: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers

Item 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is providing our stockholders with an advisory (non-binding) vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement. The Board of Directors unanimously recommends a vote FOR the compensation of our Named Executive Officers described in this Proxy Statement.

: Ratification of the Appointment of Independent Registered Public Accounting Firm

Item 3: Ratification of the Appointment of Independent Registered Public Accounting Firm The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending July 31, 2025, and is requesting ratification by our stockholders. The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2025. 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Why did I receive this Proxy Statement? You received this Proxy Statement because the Board of Directors ("Board") of the Company is soliciting proxies for use at the Annual Meeting to be held on November 22, 2024, and you were a Donaldson stockholder as of the close of business on the record date of September 23, 2024. Only stockholders of record are entitled to vote at the Annual Meeting and the Board is soliciting your proxy to vote. We had 119,747,844 shares of common stock outstanding as of the close of business on the record date. Each share entitles its holder to one vote, and there is no cumulative voting. This Proxy Statement summarizes the information you need to know to vote. We first mailed or otherwise made available to stockholders this Proxy Statement and form of proxy on or about October 2, 2024. Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials? In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we may furnish proxy materials, including this Proxy Statement and our Fiscal 2024 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unle

: Election of three directors

Item 1: Election of three directors Majority of votes cast "FOR" votes must exceed 50% of the number of votes cast, and the votes cast include votes to withhold authority (3) "FOR" "WITHHOLD" "FOR" No N/A

: Non-binding advisory vote on the compensation of our Named Executive Officers

Item 2: Non-binding advisory vote on the compensation of our Named Executive Officers We will consider our stockholders to have approved, on an advisory basis, the compensation of our Named Executive Officers if more shares are voted "FOR" than "AGAINST" "FOR" "AGAINST" "ABSTAIN" "FOR" No None Item 3: Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending July 31, 2025 Affirmative vote of a majority of the shares entitled to vote and represented at the meeting or by proxy "FOR" "AGAINST" "ABSTAIN" "FOR" Yes "AGAINST" ______________ (1) If you do not specify how you want to vote your shares on your returned proxy card, or through the telephone or internet prompts, your shares will be voted in accordance with the Board recommendation above. (2) If you hold shares in a brokerage account in your broker's name (street name) and do not provide voting instructions to your broker, your broker will not vote your shares on any proposal where the broker does not have discretionary authority to vote. In such a situation, the shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to the matter requiring discretionary authority. New York Stock Exchange ("NYSE") rules permit brokers discretionary authority to vote on Item 3 if they do not receive instructions from the street name holder of the shares. (3) The vote described above applies for the election of directors in uncontested director elections. Directors will be elected by a plurality vote at a meeting if: The Secretary receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees set forth in our Bylaws; and Such nomination has not been withdrawn by such stockholder prior to the 10 th day preceding the date the Compan

SECURITY OWNERSHIP

SECURITY OWNERSHIP The following table sets forth information as to entities that have reported to the SEC or have otherwise advised the Company that they are a "beneficial owner," as defined by the SEC's rules and regulations, of more than 5% of the outstanding common stock of the Company based on the number of shares of common stock outstanding on September 23, 2024. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class The Vanguard Group, Inc. 12,884,860 (1) 10.7% 100 Vanguard Boulevard Malvern, PA 19355 BlackRock, Inc. 10,954,890 (2) 9.2% 50 Hudson Yards New York, NY 10001 8.0% One State Farm Plaza Bloomington, IL 61710 _______________ (1) Based on information provided in a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, an investment advisor ("Vanguard"). Vanguard reported that it has sole voting power of 0 shares, shared voting power over 45,771 shares, sole dispositive power over 12,710,324 shares and shared dispositive power over 174,536 shares. (2) Based on information provided in a Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole voting power over 10,963,000 shares, shared voting power over 0 shares, sole dispositive power over 10,954,890 shares and shared dispositive power over 0 shares. (3) Based on information provided in a Schedule 13G/A jointly filed with the SEC on February 12, 2024 by State Farm Automobile Insurance Company, an insurance company ("SFAIC"), and certain of its subsidiaries and affiliates. SFAIC reported that it has sole voting power over 6,054,000 shares, shared voting power over 0 shares, sole dispositive power over 6,054,00 shares and shared dispositive power over 0 shares. State Farm Life Insurance Company, an insurance company ("SFLIC"), reported that it has sole voting power over 609,

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS The Bylaws of the Company provide that the Board shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board currently consists of 10 directors. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting. The directors with terms expiring at the 2024 Annual Meeting are Christopher M. Hilger, James J. Owens, and Trudy A. Rautio. The Corporate Governance Committee and the Board reviewed and considered the qualifications and service of Christopher M. Hilger, James J. Owens, and Trudy A. Rautio and approved their nomination to stand for re-election to the Board. Each of the nominees has agreed to serve as a director if elected. The Board has no reason to believe that any of the nominees will be unavailable or unable to serve, but in the event a nominee is not a candidate at the meeting, the persons named in the proxy intend to vote in favor of the remaining nominee or nominees and such other person or persons, if any, as they may determine. Board Recommendation The Board of Directors recommends that stockholders vote FOR the election of Christopher M. Hilger, Jam

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