--- schema_version: "secwatch.filing_event.v1" accession: "0000072331-23-000072" form_type: "8-K/A" ticker: "NDSN" cik: "0000072331" company_name: "NORDSON CORP" filed_at: "2023-03-07T23:59:59+00:00" generated_at: "2026-06-18T10:45:53.066020+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Nordson shareholders reject supermajority removal proposals, approve director elections at 2023 Annual Meeting ## Summary - Proposals 5 and 6 to replace supermajority voting requirements failed; both received ~37M for and ~11.9M against. - Proposal 7 (amend regulations to simple majority) and Proposal 8 (allow board to amend regulations) were approved. - All four director nominees (Milton Morris, Michael Merriman Jr., Sundaram Nagarajan, Mary Puma) were elected. - Shareholders ratified Ernst & Young as auditor for FY 2022 with 50.4M for, 2.1M against. - Advisory votes on executive compensation (Proposal 3) and frequency (Proposal 4) were approved. ## SEC filing metadata - accession: 0000072331-23-000072 - form_type: 8-K/A - ticker: NDSN - cik: 0000072331 - company_name: NORDSON CORP - filed_at: 2023-03-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/ndsn-20230228.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000072331-23-000072 - JSON: https://secwatch.observer/filing/0000072331-23-000072.json - Plain text: https://secwatch.observer/filing/0000072331-23-000072.txt ## Key facts - Shareholder Votes NORDSON CORP shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders approved Advisory, non-binding approval of frequency of approval of named executive officer compensation 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders approved Amendments to Company's Regulations to replace certain supermajority voting requirements with a simple majority voting standard at the 2023-02-28 meeting. - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 7 – The Company’s shareholders approved amendments to the Company’s Regulations to replace certain supermajority voting requirements with a simple majority voting standard as further described in the Proxy Statement for the 2023 Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders approved Amendments to Company's Regulations to allow the Board of Directors to amend the Regulations to the extent permitted by Ohio law at the 2023-02-28 meeting. - 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders approved Election of four directors to the Board 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders approved Advisory, non-binding approval of compensation of named executive officers 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders rejected Amendment to 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: failed - Meeting: 2023-02-28 source text: Proposal 6 – The Company’s shareholders did not approve 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm - Shareholder Votes NORDSON CORP shareholders rejected Amendment to 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72331/000007233123000072/0000072331-23-000072-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.