8-K

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): April 23, 2024

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio	000-07977	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)

Registrant’s 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 (see General Instruction A.2. below):

☐	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))

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 Shares, without par value	NDSN	Nasdaq Stock Market LLC

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2024, Nordson Corporation (“Nordson” or the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Daniel R. Hopgood, 52, as Executive Vice President, Chief Financial Officer of the Company, effective on his first day of employment, anticipated to be May 20, 2024 (the “Start Date”).

Mr. Hopgood will assume the role of Chief Financial Officer from Stephen Shamrock, who has been appointed as the Company’s Chief Accounting Officer effective as of the Start Date. Mr. Shamrock has been acting as interim Chief Financial Officer since November 1, 2023 when Joseph Kelley, former Chief Financial Officer, assumed the role of Segment Leader for Nordson’s Industrial Precision Solutions segment.

Since 2012, Mr. Hopgood has had roles of increasing responsibility at Eaton Corporation (NYSE: ETN), a multinational power management company. Since 2021, he served as Eaton’s controller and chief accounting officer where he led the global accounting and reporting, as well as developing and executing Eaton’s global financial strategy. From 2017-2021, he served as senior vice president, global financial services and systems, with responsibility for the development and deployment of the company’s financial service strategy. From 2013-2017, he served as senior vice president of finance for Eaton’s Industrial Sector, partnering with business leaders on finance, planning and business development strategy. From 2012-2013, he held the position of vice president, finance and planning, vehicle group, where he focused on portfolio analysis and transaction execution. Prior to joining Eaton, he was vice president, aftermarket Americas for Meritor, Inc. (NYSE: MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, where he ran the day-to-day aftermarket business, gaining critical first-hand general management experience. Mr. Hopgood is a certified public accountant and has a bachelor’s degree in accounting from Oakland University in Rochester Hills, Michigan.

Effective on the Start Date, Mr. Hopgood’s annual base salary will be $520,000 and his annual cash incentive award target will be 75% of his annual base salary, pro-rated based on Start Date, with the actual payout based upon achievement of performance measures and objectives established for fiscal year 2024 by the Board, subject to the Compensation Committee’s discretion. For fiscal year 2024, Mr. Hopgood’s payout opportunity ranges from 0% for performance below threshold to 200% of target for performance above maximum. He will also be eligible to participate in the Company’s health and welfare plans and certain other benefits generally available to the Company’s other executive officers. Additional information about the Company’s executive compensation program can be found in its 2024 Proxy Statement. Effective as of the Start Date, the Company expects to enter into indemnification and change in control agreements in substantially the same forms as the Company has entered into with each of the Company’s existing directors and certain executive officers.

On the first day of the month following the Start Date (the “Grant Date”), the Compensation Committee of the Board will grant Mr. Hopgood equity having an economic value of approximately $2,000,000 pursuant to the Company’s equity plan, consisting of:

a.long-term performance share units having a target value of approximately $1,000,000, using the average share price for the 30 day trading days closed prior to the Grant Date to determine the number of shares granted for the fiscal year 2024-2026 performance period. Upon completion of the three-year performance period, performance units will convert to unrestricted shares with the actual number granted determined by achievement of performance goals established by the Compensation Committee at the start of the performance period;

a.stock options having an economic value of approximately $600,000, using the accounting value of the award based on average share price for the 30 trading days closed prior to the Grant Date to determine the number of options granted, with one-quarter of the options vesting on each anniversary of the Grant Date; and

a.restricted share units having a value of approximately $400,000, using the average share price for the 30 trading days closed prior to the Grant Date to determine the number of share units granted, with one-third of the award vesting on each anniversary of the Grant Date.

Mr. Hopgood will be eligible to participate in the Company’s Long Term Incentive Program during the annual grant cycle based on the same equity mix granted to all other executive officers at that time.

Additionally, Mr. Hopgood has been awarded a sign-on bonus of $175,000, less applicable taxes, within 90 days of the Start Date. If Mr. Hopgood voluntarily terminates his employment with the Company or if the Company terminates Mr. Hopgood for cause (in the Company’s sole discretion) within 12 months following the Start Date, Mr. Hopgood is to reimburse the Company for the full payment and if Mr. Hopgood voluntarily terminates his employment with the Company or if the Company terminates Mr. Hopgood for cause (in the Company’s sole discretion) between 12 and 24 months from the Start Date, Mr. Hopgood is to reimburse the Company for 50% of the payment.

There are no other arrangements or understandings between Mr. Hopgood and any other persons, other than his compensation terms, pursuant to which he was appointed to the office described above and no family relationship among any of the Company’s directors or executive officers and Mr. Hopgood. Mr. Hopgood does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of Nordson Corporation dated April 23, 2024.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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:	April 23, 2024	By:	/s/ Jennifer L. McDonough
			Jennifer L. McDonough
			Executive Vice President, General Counsel & Secretary

EX-99.1

Exhibit 99.1

FOR RELEASE:	Immediately	Nordson Corporation
CONTACT:	Lara Mahoney	28601 Clemens Road
	Vice President, Investor Relations and Corporate Communications	Westlake, Ohio 44145 USA
	440-204-9985
	lara.mahoney@nordson.com

Nordson Corporation Names Daniel Hopgood as Chief Financial Officer

Westlake, Ohio – (April 23, 2024) – Nordson Corporation (NASDAQ-NDSN) today announced that Daniel Hopgood has been named executive vice president and chief financial officer, effective May 20, 2024. Mr. Hopgood succeeds Joseph Kelley, who assumed the role of Nordson’s executive vice president and Industrial Precision Solutions segment leader as previously announced.

Mr. Hopgood brings more than 25 years of financial and operational expertise to the role. Since 2012, he’s held roles of increasing responsibility at Eaton Corporation (NYSE: ETN), a $23 billion multinational power management company. In his current role, he serves as Eaton’s controller and chief accounting officer, leading global accounting and reporting, as well as developing and executing Eaton’s global finance strategy. From 2013-2017, he served as senior vice president of finance for Eaton’s $7-8 billion Industrial Sector, partnering with business leaders on finance, planning and business development strategy. Prior to joining Eaton, he was vice president, aftermarket Americas for Meritor, Inc. (NYSE:MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, where he ran the day-to-day aftermarket business, gaining first-hand general management experience.

“I am excited to welcome Dan to our executive leadership team. As Nordson continues to make progress on our Ascend Strategy, we will benefit from Dan’s robust financial and operational leadership experience. I also was energized by Dan’s passion for developing talent. As Nordson continues to grow, building winning teams is an important success factor,” said Sundaram Nagarajan, president and chief executive officer of Nordson.

“The Nordson team has done an outstanding job of implementing the Ascend Strategy, which is delivering strong profitable growth. I am excited about the strategy and the opportunity to scale a growth-oriented business portfolio. I look forward to partnering with Naga and the leadership team to achieve the Company’s long-term strategic and financial objectives,” said Mr. Hopgood.

Mr. Nagarajan continued, “I’d like to thank Stephen Shamrock, who served as the interim CFO during this period and continued to drive a high level of financial performance. Stephen has

Exhibit 99.1

been named Nordson’s chief accounting officer, in addition to his corporate controller responsibilities. We have a very strong financial leadership team, and I am looking forward to a smooth transition.”

About Daniel Hopgood

Mr. Hopgood has an extensive career of progressive finance and accounting roles. He started his career at PricewaterhouseCoopers. He later joined Delphi Automotive Systems Corporation, where he supported a $1.6 billion initial public offering and was responsible for all SEC reporting and compliance filings. In 1999 Mr. Hopgood became a manager of corporate finance and reporting for MSX International, Inc., a management consulting company for leading automotive brands. He held roles of increasing responsibility with MSX, reaching the level of director of finance and corporate controller.

Mr. Hopgood advanced his career by joining Meritor in 2007 as vice president and assistant controller. He continued his career trajectory, becoming the chief accounting officer and later the vice president of Meritor’s aftermarket Americas business, where he ran the day-to-day aftermarket business. From 2012 to present, Mr. Hopgood has served Eaton in a variety of finance leadership roles, starting as vice president of finance and planning for the vehicle group to his current role of controller and chief accounting officer.

Mr. Hopgood serves as vice chair of the Ohio, Northern Kentucky and West Virginia board of the American Cancer Society. He has a Bachelor of Science degree from Oakland University in Michigan.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.

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Cover	Apr. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 23, 2024
Entity Registrant Name	NORDSON CORPORATION
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Entity Incorporation, State or Country Code	OH
Entity File Number	000-07977
Entity Tax Identification Number	34-0590250
Entity Address, Address Line One	28601 Clemens Road
Entity Address, City or Town	Westlake
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44145
City Area Code	440
Local Phone Number	892-1580
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	NDSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false