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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

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 17, 2023

DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)

                
Delaware1-789141-0222640
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $5.00 par valueDCINew 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. ☐



Explanatory Note

This Current Report on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Donaldson Company, Inc. (the “Company”), with the U.S. Securities and Exchange Commission on November 21, 2023 relating to the Annual Meeting of Stockholders held on November 17, 2023. This Amendment is being filed to (i) add Item 5.02 to provide additional information about the amendment and restatement of the Donaldson Company, Inc. 2019 Master Stock Incentive Plan and (ii) restate in its entirety Item 5.07 to correct typographical errors in the descriptions of Items 1 and 4 and disclose the Company’s decision regarding how frequently it will conduct a non-binding advisory vote on the compensation of the Company’s named executive officers in the future.


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

At the Company’s 2023 Annual Meeting of Stockholders on November 17, 2023, the Company’s stockholders approved the amendment and restatement of the Donaldson Company, Inc. 2019 Master Stock Incentive Plan (the “2019 Stock Plan”) to increase the number of shares of common stock reserved for issuance under the 2019 Stock Plan by 5,000,000, including an increase to the number of shares that may be issued as “full value” awards by 750,000.

The 2019 Stock Plan, as amended and restated, is described in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 3, 2023 (the “2023 Proxy Statement”), and a copy of the 2019 Stock Plan, as amended and restated, is filed as Appendix A thereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2023 Annual Meeting of Stockholders on November 17, 2023. The Company’s stockholders voted on each of the proposals detailed in the Company’s 2023 Proxy Statement.

Item 1

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

FORWITHHELDBROKER
NON-VOTE
Tod E. Carpenter88,937,3873,273,2639,353,722
Pilar Cruz87,642,8174,567,8339,353,722
Ajita G. Rajendra88,690,2223,520,4289,353,722

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:
FORAGAINSTABSTAINBROKER
NON-VOTE
86,204,9185,545,749459,9839,353,722







Item 3

The Company’s stockholders approved a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers as set forth below:
1YEAR2 YEARS3 YEARSABSTAINBROKER
NON-VOTE
89,394,420130,8162,325,166360,2489,353,722

In consideration of the stockholder support for the Board of Director’s recommendation to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year, the Board has determined to proceed with holding this vote annually.

Item 4

The Company’s stockholders approved the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated, as set forth below:
FORAGAINSTABSTAINBROKER
NON-VOTE
86,287,1335,365,778557,7399,353,722
    

Item 5

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, 2024 as set forth below:
FORAGAINSTABSTAIN
99,321,7561,889,017353,599



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


104 Cover page interactive data file (formatted as inline XBRL).







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 22, 2023 By:  /s/ Amy C. Becker
    Amy C. Becker
Chief Legal Officer and Corporate Secretary



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Cover Page
Nov. 18, 2022
Cover [Abstract]  
Entity Central Index Key 0000029644
Amendment Flag false
Document Type 8-K/A
Document Period End Date Nov. 17, 2023
Entity Registrant Name DONALDSON COMPANY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-7891
Entity Tax Identification Number 41-0222640
Entity Address, Address Line One 1400 West 94th Street
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55431
City Area Code 952
Local Phone Number 887-3131
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $5.00 par value
Trading Symbol DCI
Security Exchange Name NYSE
Entity Emerging Growth Company false
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