[8-K] DONALDSON Co INC Reports Material Event

Rhea-AI Filing Summary

Donaldson Company, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on November 21, 2025. Stockholders elected four directors: Douglas A. Milroy received 91,803,644 votes for and 5,949,474 withheld; Richard M. Olson received 90,038,371 for and 7,714,747 withheld; Daniel P. Shine received 97,348,024 for and 405,094 withheld; and Jacinth C. Smiley received 96,991,970 for and 761,148 withheld, with 9,705,334 broker non-votes on each.

Stockholders approved the non-binding advisory vote on executive compensation, with 90,657,554 votes for, 6,173,524 against, 922,040 abstentions, and 9,705,334 broker non-votes. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 104,131,883 votes for, 2,966,465 against, and 360,104 abstentions.

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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): November 21, 2025

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)

                

Delaware			1-7891			41-0222640
(State of Incorporation)			(Commission file number)			(I.R.S. Employer Identification Number)

1400 West 94th Street

Minneapolis, MN 55431

(Address of principal executive offices)

(952) 887-3131

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 communication 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 Stock, $5.00 par value			DCI			New York Stock Exchange

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.

Donaldson Company, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on November 21, 2025. The Company’s stockholders voted on each of the proposals detailed in the Company’s 2025 Proxy Statement.

Item 1

The Company’s stockholders elected four individuals to the Board of Directors as set forth below:

			FOR						WITHHELD						BROKER NON-VOTE
Douglas A. Milroy			91,803,644						5,949,474						9,705,334
Richard M. Olson			90,038,371						7,714,747						9,705,334
Daniel P. Shine			97,348,024						405,094						9,705,334
Jacinth C. Smiley			96,991,970						761,148						9,705,334

Item 2

The Company’s stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers as set forth below:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
90,657,554						6,173,524						922,040						9,705,334

Item 3

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending July 31, 2026 as set forth below:

FOR						AGAINST						ABSTAIN
104,131,883						2,966,465						360,104

SIGNATURES

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.

DONALDSON COMPANY, INC.

Date:

November 24, 2025

By:

/s/ Amy C. Becker

Amy C. Becker Chief Legal Officer and Corporate Secretary

FAQ

What did Donaldson Company, Inc. (DCI) announce in this Form 8-K?

Donaldson Company, Inc. disclosed the voting results from its 2025 Annual Meeting of Stockholders, including director elections, say-on-pay approval, and auditor ratification.

Which directors were elected to Donaldson Company, Inc.’s Board at the 2025 annual meeting?

Douglas A. Milroy, Richard M. Olson, Daniel P. Shine, and Jacinth C. Smiley were elected, each receiving more votes for than withheld, with 9,705,334 broker non-votes on each nominee.

How did Donaldson (DCI) stockholders vote on executive compensation?

Stockholders approved the non-binding advisory vote on named executive officer compensation, with 90,657,554 votes for, 6,173,524 against, 922,040 abstentions, and 9,705,334 broker non-votes.

Was the auditor for Donaldson Company, Inc. ratified for the next fiscal year?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2026, with 104,131,883 votes for, 2,966,465 against, and 360,104 abstentions.

What does a broker non-vote mean in Donaldson’s 2025 annual meeting results?

Broker non-votes represent shares held by brokers that were not voted on certain proposals. For the director elections and say-on-pay, Donaldson reported 9,705,334 broker non-votes.

Does this 8-K for Donaldson (DCI) include any major transactions or earnings information?

No. The disclosure focuses on 2025 Annual Meeting voting results for director elections, executive compensation, and auditor ratification.