Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2022
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-7891
41-0222640
(State of Incorporation)
(Commission file number)
(I.R.S. Employer Identification Number)
1400 West 94th Street
Minneapolis, MN55431
(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:
☐ Written communication 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 Stock, $5.00 par value
DCI
New York Stock Exchange
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 5.07. Submission of Matters to a Vote of Security Holders.
Donaldson Company, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on November 18, 2022. The Company’s stockholders voted on each of the proposals detailed in the Company’s 2022 Proxy Statement.
Item 1
The Company’s stockholders elected four individuals to the Board of Directors as set forth below:
FOR
WITHHELD
BROKER NON-VOTE
Douglas A. Milroy
98,538,401
895,274
10,335,029
Willard D. Oberton
95,751,471
3,682,204
10,335,029
Richard M. Olson
99,074,146
359,529
10,335,029
Jacinth C. Smiley
99,054,245
379,430
10,335,029
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
96,788,652
2,260,672
384,351
10,335,029
Item 3
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, 2023 as set forth below:
FOR
AGAINST
ABSTAIN
107,652,071
1,868,702
247,931
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 21, 2022
By:
/s/ Amy C. Becker
Amy C. Becker Chief Legal Officer and Corporate Secretary
