8-KThe WireRoutine
Shareholder Vote
Filed Mar 1, 2019 · 7y ago · Accession 0001193125-19-060896
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2019
NORDSON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Ohio
0-7977
34-0590250
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
28601 Clemens Road
Westlake, Ohio 44145
(Address of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, including Area Code:
440-892-1580
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 communications 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))
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.
At the 2019 Annual Meeting, 53,594,138 shares, of the 57,609,588 shares that were outstanding and entitled to vote (93.02%), were represented
in person or by proxy, constituting a quorum. The final voting results for each of the proposals submitted to a vote of shareholders at the 2019 Annual Meeting are set forth below.
Proposal 1 The Companys shareholders elected Lee C. Banks, Randolph W. Carson, and Victor L. Richey,
Jr. to the Board of Directors, each to serve until the 2022 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. The votes were cast as follows:
Votes For
Votes Withheld
Broker Non-Votes
Lee C. Banks
47,678,237
2,080,200
3,835,701
Randolph W. Carson
45,287,620
4,470,817
3,835,701
Victor L. Richey, Jr.
36,081,755
13,676,682
3,835,701
Proposal 2 The Companys shareholders ratified the appointment of
Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending October 31, 2019. The votes were cast as follows:
For
Against
Abstain
53,058,925
486,436
48,777
Proposal 3 The Companys shareholders approved, on an advisory, non-binding basis, the compensation of the Companys 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 2019 Annual Meeting. The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
48,741,054
893,915
123,468
3,835,701
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORDSON CORPORATION
Date: March 1, 2018
By:
/s/ Gina A. Beredo
Gina A. Beredo
Executive Vice President, General Counsel & Secretary
Filing details
- Company
- NORDSON CORP
- Ticker
- NDSN
- CIK
- 72331
- Form type
- 8-K
- Filing date
- Mar 1, 2019
- Report date
- Feb 26, 2019
- Document
- d707618d8k.htm
- Size
- 26 KB