--- schema_version: "secwatch.filing_event.v1" accession: "0000072331-23-000061" form_type: "8-K" ticker: "NDSN" cik: "0000072331" company_name: "NORDSON CORP" filed_at: "2023-03-06T23:59:59+00:00" generated_at: "2026-06-18T12:21:40.699853+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Nordson shareholders reject proposal to eliminate supermajority voting; approve other governance changes ## Summary - Proposal 5 to replace certain supermajority voting requirements with simple majority failed: 37.1M for, 11.9M against. - Proposals 6, 7, 8 to adopt simple majority for other provisions and allow board to amend regulations passed. - All four director nominees elected: Milton M. Morris, Michael J. Merriman Jr., Sundaram Nagarajan, Mary G. Puma. - Ratification of Ernst & Young as auditor approved: 50.4M for, 2.1M against. - Advisory say-on-pay approved with 46.7M for; frequency of say-on-pay set at 1 year with 47.9M for. ## SEC filing metadata - accession: 0000072331-23-000061 - form_type: 8-K - ticker: NDSN - cik: 0000072331 - company_name: NORDSON CORP - filed_at: 2023-03-06T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/ndsn-20230228.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000072331-23-000061 - JSON: https://secwatch.observer/filing/0000072331-23-000061.json - Plain text: https://secwatch.observer/filing/0000072331-23-000061.txt ## Key facts - Shareholder Votes NORDSON CORP shareholders approved Amend Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 8 – The Company’s shareholders approved amendments to the Company’s Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,194,545 11,874,795 135,005 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Advisory vote on frequency of executive compensation approval at the 2023-02-28 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 4 – The Company’s shareholders approved, on an advisory, non-binding basis, the frequency of approval of the Company’s named executive officer compensation. The votes were cast as follows: For Against Abstain Broker Non-Votes 47,904,591 518,926 471,233 309,595 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Election of Directors at the 2023-02-28 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 1 – The Company’s shareholders elected Milton M. Morris to the Board of Directors to serve until the 2024 annual meeting of shareholders, and Michael J. Merriman, Jr., Sundaram Nagarajan, and Mary G. Puma to the Board of Directors, each to serve until the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The votes were cast as follows: Votes For Votes Withheld Broker Non-Votes Milton M. Morris 49,025,465 178,880 3,306,682 Michael J. Merriman, Jr. 45,117,663 4,086,682 3,306,682 Sundaram Nagarajan 48,625,879 578,466 3,306,682 Mary G. Puma 44,365,189 4,839,156 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders rejected Amend Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-02-28 source text: Proposal 5 – The Company’s shareholders did not approve amendments to the Company’s Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,076,744 11,885,307 242,294 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Advisory vote to approve executive compensation at the 2023-02-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 46,702,787 2,425,365 76,193 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Amend Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 6 – The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,070,750 11,917,837 215,758 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Amend Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 7 – The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,069,496 11,917,289 217,560 3,306,682 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm - Shareholder Votes NORDSON CORP shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 31, 2022 at the 2023-02-28 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 2 – The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022. The votes were cast as follows: For Against Abstain 50,417,298 2,060,421 33,308 evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000061/0000072331-23-000061-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.