Donaldson Company Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (Amendment)
$DCI
Pollution Control Equipment
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2023
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices)
(952 ) 887-3131
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Donaldson Company, Inc. (the “Company”), with the U.S. Securities and Exchange Commission on November 21, 2023 relating to the Annual Meeting of Stockholders held on November 17, 2023. This Amendment is being filed to (i) add Item 5.02 to provide additional information about the amendment and restatement of the Donaldson Company, Inc. 2019 Master Stock Incentive Plan and (ii) restate in its entirety Item 5.07 to correct typographical errors in the descriptions of Items 1 and 4 and disclose the Company’s decision regarding how frequently it will conduct a non-binding advisory vote on the compensation of the Company’s named executive officers in the future.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s 2023 Annual Meeting of Stockholders on November 17, 2023, the Company’s stockholders approved the amendment and restatement of the Donaldson Company, Inc. 2019 Master Stock Incentive Plan (the “2019 Stock Plan”) to increase the number of shares of common stock reserved for issuance under the 2019 Stock Plan by 5,000,000, including an increase to the number of shares that may be issued as “full value” awards by 750,000.
The 2019 Stock Plan, as amended and restated, is described in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 3, 2023 (the “2023 Proxy Statement”), and a copy of the 2019 Stock Plan, as amended and restated, is filed as Appendix A thereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2023 Annual Meeting of Stockholders on November 17, 2023. The Company’s stockholders voted on each of the proposals detailed in the Company’s 2023 Proxy Statement.
Item 1
The Company’s stockholders elected three individuals to the Board of Directors as set forth below:
| FOR | WITHHELD | BROKER NON-VOTE | |||||||||||||||
| Tod E. Carpenter | 88,937,387 | 3,273,263 | 9,353,722 | ||||||||||||||
| Pilar Cruz | 87,642,817 | 4,567,833 | 9,353,722 | ||||||||||||||
| Ajita G. Rajendra | 88,690,222 | 3,520,428 | 9,353,722 | ||||||||||||||
Item 2
The Company’s stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers as set forth below:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 86,204,918 | 5,545,749 | 459,983 | 9,353,722 | |||||||||||||||||
Item 3
The Company’s stockholders approved a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers as set forth below:
| 1YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||||
| 89,394,420 | 130,816 | 2,325,166 | 360,248 | 9,353,722 | |||||||||||||||||||
In consideration of the stockholder support for the Board of Director’s recommendation to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year, the Board has determined to proceed with holding this vote annually.
Item 4
The Company’s stockholders approved the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated, as set forth below:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 86,287,133 | 5,365,778 | 557,739 | 9,353,722 | |||||||||||||||||
Item 5
The Company’s stockholders ratified the appointment of 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, 2024 as set forth below:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 99,321,756 | 1,889,017 | 353,599 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover page interactive data file (formatted as inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| DONALDSON COMPANY, INC. | ||||||||||||||
| Date: | November 22, 2023 | By: | /s/ Amy C. Becker | |||||||||||
| Amy C. Becker Chief Legal Officer and Corporate Secretary | ||||||||||||||