Nordson (NDSN) holders back board slate, Ernst & Young and executive pay

Rhea-AI Filing Summary

Nordson Corporation reported the results of its 2026 annual shareholder meeting. A quorum was reached, with 51,055,498 of 55,703,436 shares entitled to vote, or 91.66%, represented in person or by proxy.

Shareholders elected Christopher L. Mapes, Michael Merriman, Jr. and Sundaram Nagarajan to the Board of Directors, each to serve until the 2029 annual meeting of shareholders. Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending October 31, 2026, with 49,580,119 votes for, 1,345,801 against and 129,576 abstaining. Shareholders also approved, on an advisory, non-binding basis, the compensation of the company’s named executive officers, with 44,107,303 votes for, 2,269,515 against, 166,998 abstentions and 4,511,681 broker non-votes.

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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): March 2, 2026

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 5.07    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting held on March 2, 2026, 51,055,498 shares of the 55,703,436 shares that were outstanding and entitled to vote (91.66%), were represented in person or by proxy and constituted a quorum. The final voting results for each of the proposals submitted to a vote of shareholders at the 2026 Annual Meeting are set forth below.

Proposal 1 – The Company’s shareholders elected Christopher Mapes, Michael Merriman, Jr. and Sundaram Nagarajan to the Board of Directors, each to serve until the 2029 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
Christopher L. Mapes						45,226,332						1,317,484						4,511,681
Michael Merriman, Jr.						42,501,024						4,042,793						4,511,681
Sundaram Nagarajan						45,461,301						1,082,515						4,511,681

Proposal 2 – The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The votes were cast as follows:

For						Against						Abstain
49,580,119						1,345,801						129,576

Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s 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 2026 Annual Meeting. The votes were cast as follows:

For						Against						Abstain						Broker Non-Votes
44,107,303						2,269,515						166,998						4,511,681

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 4, 2026			By:			/s/ Jennifer L. McDonough
									Jennifer L. McDonough
									Executive Vice President, General Counsel & Secretary

FAQ

What was the quorum at Nordson (NDSN) 2026 annual meeting?

A quorum was achieved with 51,055,498 shares represented, out of 55,703,436 shares outstanding and entitled to vote, meaning 91.66% of eligible shares were present in person or by proxy.

Which directors were elected at Nordson (NDSN) 2026 annual meeting?

Shareholders elected Christopher L. Mapes, Michael Merriman, Jr. and Sundaram Nagarajan as directors. Each will serve until the 2029 annual meeting of shareholders and until a successor is duly elected and qualified or earlier departure.

Did Nordson (NDSN) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as Nordson’s independent registered public accounting firm for the fiscal year ending October 31, 2026, with 49,580,119 votes for, 1,345,801 against and 129,576 abstentions.

How did Nordson (NDSN) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory, non-binding basis, the compensation of Nordson’s named executive officers, casting 44,107,303 votes for, 2,269,515 against, 166,998 abstentions and 4,511,681 broker non-votes on the say-on-pay proposal.

What executive pay information did Nordson (NDSN) shareholders review?

The advisory vote on executive compensation covered pay for named executive officers as described in the Compensation Discussion and Analysis and related tabular and narrative disclosures in Nordson’s proxy statement for the 2026 annual meeting.

How many broker non-votes occurred on Nordson (NDSN) non-routine items?

For the director elections and the advisory vote on executive compensation, there were 4,511,681 broker non-votes recorded, reflecting shares present but not voted on those particular proposals.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB