UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 26, 2019, the Board of Directors (the “Board”) of Nordson Corporation (the “Company”) increased its size from ten to eleven members and elected Ginger M. Jones as a Director to serve until the 2020 Annual Meeting and until her successor shall have been duly elected and qualified. Ms. Jones is expected to be appointed to the Audit Committee of the Board in connection with the Company’s 2020 Annual Meeting. Ms. Jones is the retired Senior Vice President and Chief Financial Officer of Cooper Tire & Rubber Company. She also serves as a director on the boards of directors of Tronox Holdings plc and Libbey Inc.
The Board has determined that Ms. Jones is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Ms. Jones and any other persons pursuant to which Ms. Jones was elected as a Director.
As a non-employee Director, Ms. Jones will receive compensation in the same manner as the Company’s other non-employee Directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 18, 2019. Ms. Jones received 782 shares of restricted stock under the Company’s Amended and Restated 2012 Stock Incentive and Award Plan in connection with her election to the Board.
The Company has entered into its standard Director indemnification agreement with Ms. Jones, which supplements the indemnification coverage afforded by the Company’s 1998 Amended Regulations under Ohio law.
A copy of the press release announcing Ms. Jones’s election is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
The Company’s press release dated November 26, 2019 announcing the election of Ginger M. Jones | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| NORDSON CORPORATION | ||||||
| Date: November 27, 2019 |
By: |
/s/ Gina A. Beredo | ||||
| Gina A. Beredo | ||||||
| Executive Vice President General Counsel & Secretary | ||||||