Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Appointments
On November 23, 2020, the Board of Directors (the "Board") of Nordson
Corporation (the "Company") appointed Dr. John A. DeFord and on November 30,
2020 appointed Jennifer A. Parmentier as Directors and each to the class of
directors whose term is scheduled to expire at the Company's 2022 Annual Meeting
of Shareholders and each as members of the Audit Committee. As a matter of good
governance, Dr. DeFord and Ms. Parmentier will stand for election at the 2021
Annual Meeting of Shareholders.
Dr. DeFord serves as Executive Vice President and Chief Technology Officer at
Becton, Dickinson and Company (NYSE: BDX), which he has held since 2018. He also
serves as a director on the board of NuVasive, Inc. (Nasdaq: NUVA).
Ms. Parmentier serves as Vice President and President - Motion Systems Group at
Parker Hannifin Corporation (NYSE: PH), which she has held since 2019. She
currently does not serve on another public board.
The Board has determined that Dr. DeFord and Ms. Parmentier are independent
under the listing standards of the Nasdaq Stock Market. There are no
arrangements or understandings between Dr. DeFord or Ms. Parmentier and any
other persons pursuant to which Dr. DeFord or Ms. Parmentier were selected as
Directors, and there are no transactions in which Dr. DeFord or Ms. Parmentier
have an interest requiring disclosure under Item 404(a) of Regulation S-K.
As non-employee Directors, Dr. DeFord and Ms. Parmentier will receive
compensation in the same manner as the Company's other non-employee Directors,
which compensation was previously disclosed in the Company's definitive proxy
statement on Schedule 14A, filed with the Securities and Exchange Commission on
January 17, 2020. Dr. DeFord received 622 restricted share units and
Ms. Parmentier received 609 restricted share units under the Company's Amended
and Restated 2012 Stock Incentive and Award Plan in connection with their
appointments to the Board.
The Company has entered into its standard Director indemnification agreement
with Dr. DeFord and Ms. Parmentier, which supplements the indemnification
coverage afforded by the Company's 1998 Amended Regulations under Ohio law.
Director Resignations and Retirement
On November 24, 2020 and after nearly 12 years of service as a Director,
Randolph W. Carson notified the Board of his decision to resign as a Director
and as a member of any and all committees of the Board, effective immediately.
Mr. Carson's decision to resign is not a result of any disagreement with the
Company on any matter relating to the Company's operations, policies, or
practices.
On November 30, 2020 and after nearly 11 years of service as a Director, Lee C.
Banks notified the Board of his decision to resign as a Director and as a member
of any and all committees of the Board, effective immediately. Mr. Banks'
decision to resign is not a result of any disagreement with the Company on any
matter relating to the Company's operations, policies, or practices.
Messrs. Carson and Banks both served in the class of directors whose term is
scheduled to expire at the 2022 Annual Meeting of Shareholders.
On November 24, 2020, consistent with the retirement age guidelines of the
Board's Governance Guidelines and after nearly 20 years of service as a
Director, Joseph P. Keithley informed the Board of his decision to retire as a
Director, effective on December 1, 2020. Mr. Keithley's decision to retire is
not a result of any disagreement with the Company on any matter relating to the
Company's operations, policies, or practices.
Mr. Keithley served in the class of directors whose term is scheduled to expire
at the 2023 Annual Meeting of Shareholders.
In connection with the changes described above, the Board has reduced the size
of the Board from ten to nine directors. Following the 2021 Annual Meeting of
Shareholders, the Governance and Nominating Committee expects to rebalance the
classes of the Board so that the three classes are equal in number.
Item 8.01. Other Events.
On November 30, 2020, the Company issued a press release announcing the changes
to the Board, as described under Item 5.02 above. A copy of the press release is
attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of Nordson Corporation dated November 30, 2020.
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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