Donaldson Sets Nov. 21 Virtual Shareholder Meeting; Board Backs All Proposals

Ticker: DCI · Form: DEF 14A · Filed: Oct 6, 2025 · CIK: 29644

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Shareholder Vote

Related Tickers: DCI

TL;DR

**DCI's board is pushing through its slate of directors and executive pay, so expect business as usual; vote 'FOR' if you're happy with the status quo.**

AI Summary

Donaldson Company, Inc. (DCI) is holding its 2025 Annual Meeting of Stockholders on November 21, 2025, to vote on three key proposals: the election of four directors, a non-binding advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as its independent auditor for fiscal year 2026. The Board unanimously recommends a 'FOR' vote on all proposals. As of the September 22, 2025 record date, DCI had 115,831,472 shares of common stock outstanding. Major institutional holders include The Vanguard Group, Inc. with 12,884,860 shares (11.1%), BlackRock, Inc. with 10,954,890 shares (9.5%), and State Farm Mutual Automobile Insurance with 9,600,103 shares (8.3%). The company emphasizes virtual attendance for convenience and encourages early proxy voting to reduce solicitation expenses. The proxy statement also details the process for stockholder proposals for the 2026 Annual Meeting, requiring submission by June 8, 2026, for inclusion in the proxy statement.

Why It Matters

This DEF 14A filing outlines Donaldson's governance and key decisions for the upcoming year, directly impacting investor confidence and strategic direction. The election of directors, including new nominee Daniel P. Shine, will shape future leadership and oversight, while the advisory vote on executive compensation provides a critical gauge of shareholder sentiment regarding management's pay-for-performance alignment. Ratifying PricewaterhouseCoopers LLP ensures continued financial transparency and regulatory compliance, which is vital for maintaining market trust. In a competitive industrial filtration market, strong governance and clear shareholder communication, as demonstrated by the virtual meeting format, can differentiate DCI and attract long-term investment.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily concerns routine annual meeting proposals with unanimous board recommendations. There are no indications of contested elections, significant governance changes, or unusual financial disclosures. The company has 115,831,472 shares outstanding, and major institutional investors like Vanguard (11.1%) and BlackRock (9.5%) hold substantial positions, suggesting stability.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details to ensure alignment with their investment thesis. Given the unanimous board recommendations, a 'FOR' vote on all proposals is likely the path of least resistance for most shareholders, but active investors should still cast their vote to register their participation.

Key Numbers

Key Players & Entities

FAQ

When is Donaldson Company, Inc.'s 2025 Annual Meeting of Stockholders?

Donaldson Company, Inc.'s 2025 Annual Meeting of Stockholders is scheduled for Friday, November 21, 2025, at 1:00 p.m. (CST). The meeting will be held virtually at www.virtualshareholdermeeting.com/DCI2025.

What are the key proposals to be voted on at the DCI 2025 Annual Meeting?

Stockholders will vote on three key proposals: the election of four directors, a non-binding advisory vote to approve the compensation of Named Executive Officers, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending July 31, 2026.

Who are the director nominees for election at Donaldson's 2025 Annual Meeting?

The director nominees for election are current directors Douglas A. Milroy, Richard M. Olson, and Jacinth C. Smiley, along with new director nominee Daniel P. Shine. They are recommended for a three-year term.

What is the Board's recommendation for the proposals at the DCI Annual Meeting?

The Board of Directors unanimously recommends a vote 'FOR' the election of each director nominee, 'FOR' the compensation of the Named Executive Officers, and 'FOR' the ratification of PricewaterhouseCoopers LLP.

How many shares of common stock were outstanding for Donaldson as of the record date?

As of the close of business on the record date, September 22, 2025, Donaldson Company, Inc. had 115,831,472 shares of common stock outstanding. Each share entitles its holder to one vote.

Who are the largest beneficial owners of Donaldson's common stock?

The largest beneficial owners of Donaldson's common stock as of September 22, 2025, are The Vanguard Group, Inc. (12,884,860 shares or 11.1%), BlackRock, Inc. (10,954,890 shares or 9.5%), and State Farm Mutual Automobile Insurance (9,600,103 shares or 8.3%).

How can Donaldson stockholders attend and vote at the virtual Annual Meeting?

Stockholders can attend the virtual meeting online and vote electronically by visiting www.virtualshareholdermeeting.com/DCI2025. They will need the 16-digit control number from their Notice of Internet Availability of Proxy Materials or proxy card to enter.

What is the deadline for submitting stockholder proposals for Donaldson's 2026 Annual Meeting?

To include a proposal in Donaldson's Proxy Statement for its 2026 Annual Meeting of Stockholders, it must be submitted in writing and received by the Secretary no later than June 8, 2026.

What is the impact of an abstention on the non-binding advisory vote on executive compensation for DCI?

For the non-binding advisory vote on executive compensation, an abstention will have no impact on the outcome. The proposal is approved if more shares are voted 'FOR' than 'AGAINST'.

What is Donaldson's policy regarding broker discretionary voting for the Annual Meeting proposals?

NYSE rules permit brokers discretionary authority to vote on Item 3 (ratification of the independent registered public accounting firm) if they do not receive instructions from the street name holder. However, brokers do not have discretionary authority to vote on Item 1 (election of directors) or Item 2 (executive compensation).

Industry Context

Donaldson Company, Inc. operates in the filtration and separation industry, serving diverse markets including industrial, engine, and clean air. The company faces competition from other filtration manufacturers and is influenced by global economic conditions, industrial production levels, and regulatory standards related to emissions and environmental protection.

Regulatory Implications

The company must comply with SEC regulations regarding proxy solicitations and disclosures, ensuring transparency for shareholders. Additionally, environmental regulations in the industries it serves can impact product demand and development, requiring ongoing adaptation and compliance.

What Investors Should Do

  1. Vote FOR the election of the four directors recommended by the Board to ensure continuity and experienced leadership.
  2. Vote FOR the non-binding advisory proposal on executive compensation to express support for the Board's compensation decisions.
  3. Vote FOR the ratification of PricewaterhouseCoopers LLP as the independent auditor to maintain financial oversight and integrity.
  4. Consider submitting stockholder proposals for the 2026 Annual Meeting by the June 8, 2026 deadline if there are specific governance or policy concerns.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information shareholders need to vote on company matters, including director elections and executive compensation.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in detail in proxy statements. (Shareholders are voting on the compensation of these specific individuals.)
Independent Registered Public Accounting Firm
An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are asked to ratify the appointment of PricewaterhouseCoopers LLP for fiscal year 2026.)
Proxy Card
A document that authorizes a designated person to vote a shareholder's stock at a meeting. (Used by shareholders to cast their votes for the proposals presented at the annual meeting.)
Street Name
Shares of stock held in an account at a brokerage firm on behalf of the beneficial owner. (Explains how brokers vote shares when instructions are not provided by the beneficial owner.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided text does not contain comparative financial data or risk factors from a previous filing. Therefore, a comparison of key metrics to the previous year cannot be made based on this extract.

Filing Stats: 4,761 words · 19 min read · ~16 pages · Grade level 12.6 · Accepted 2025-10-06 11:50:22

Filing Documents

SECURITY OWNERSHIP

SECURITY OWNERSHIP 6 DE LINQUENT SECTION 16(a) REPORTS 8

: 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 Responsibilities 20 Audit Committee Expertise 20 Human Resources Committee Responsibilities 21 Corporate Governance Committee Responsibilities 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 Stockholder Nominations and Recommendations of Director Candidates 24 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 202 5 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 5 Grants of Plan-Based Awards Table 44 Outstanding Equity Awards at 202 5 Fiscal Year-End 45 Fiscal 202 5 Option Exercises and Stock Vested Table 47 Pension Benefits 47 Non-Qualified Deferred Compensation 48 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 58 INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 59 Audit Committee Report 59 Independent Registered Public Accounting Firm Fees 60 Audit Committee Pre-Approval Policies and Procedures 60

: 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 61 Board Recommendation 61 EQUITY COMPENSATION PLAN INFORMATION 62

: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 63 Board Recommendation 63 Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures A-1 DONALDSON COMPANY, INC. 1400 West 94th Street Minneapolis, Minnesota 55431-2370 PROXY STATEMENT Mailing Date: October 6, 2025 PROPOSALS YOU ARE ASKED TO VOTE ON

: Election of Directors

Item 1: Election of Directors Three current directors, Douglas A. Milroy, Richard M. Olson, and Jacinth C. Smiley, and one new director nominee, Daniel P. Shine, 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, 2026, 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, 2026. 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 21, 2025, and you were a Donaldson stockholder as of the close of business on the record date of September 22, 2025. Only stockholders of record are entitled to vote at the Annual Meeting and the Board is soliciting your proxy to vote. We had 115,831,472 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 6, 2025. 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 2025 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 four directors

Item 1: Election of four 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, 2026 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 22, 2025. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class The Vanguard Group, Inc. 12,884,860 (1) 11.1% 100 Vanguard Boulevard Malvern, PA 19355 BlackRock, Inc. 10,954,890 (2) 9.5% 50 Hudson Yards New York, NY 10001 8.3% 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

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