As filed with the Securities and Exchange Commission on December 6, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
            
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
            
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware41-0222640
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

1400 West 94th Street
Minneapolis, Minnesota


55431
(Address of principal executive offices)
(Zip Code)

DONALDSON COMPANY, INC. 2019 MASTER STOCK INCENTIVE PLAN
(Full title of the plan)
Amy C. Becker
Chief Legal Officer and Corporate Secretary
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota 55431
(Name and address of agent for service)
(952) 887-3131
(Telephone number, including area code, of agent for service)
With copies to:
Amy C. Seidel
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
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 7(a)(2)(B) of the Securities Act. ☐





EXPLANATORY NOTE
The stockholders of Donaldson Company, Inc. (the “Company”) approved the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated (the “Amended and Restated Plan”) on November 17, 2023 (the “Effective Date”).
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 5,000,000 shares of common stock, par value $5.00 per share, of the Company (“Common Stock”) for issuance pursuant to the Amended and Restated Plan as of the Effective Date. These shares are in addition to the shares previously registered on the Company’s Registration Statement on Form S-8 (No. 333-235394) on December 6, 2019.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents of the Company, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are, as of their respective dates, incorporated herein by reference and made a part hereof:
(1)    The Annual Report on Form 10-K of the Company for the fiscal year ended July 31, 2023 (File No. 001-07891), filed on September 22, 2023, which incorporates by reference certain portions of the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders;
(2)    The Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2023 (File No. 001-07891), filed on December 6, 2023;
(3)    The Current Reports on Form 8-K of the Company (File No. 001-07891) dated September 27, 2023, filed on September 28, 2023, and dated November 17, 2023 filed on November 22, 2023; and
(4)    The description of the Company’s Common Stock contained in Exhibit 4-A to the Annual Report on Form 10-K of the Company for the fiscal year ended July 31, 2019 (File No. 001-07891), filed on September 27, 2019, together with any amendments or reports filed for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all of the securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and a part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, nothing in this Registration Statement shall be deemed to incorporate (i) any information provided in documents incorporated by reference herein that is furnished under applicable Commission rules rather than filed, or (ii) any exhibits to the extent furnished in connection with such information.







Item 4.    Description of Securities.
Not Applicable.
Item 5.    Interests of Named Experts and Counsel.
Not Applicable.
Item 6.    Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”), as amended, provides that, under certain circumstances, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at its request in such capacity in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
The Fourteenth Article of our Restated Certificate of Incorporation provides that no director will be personally liable to the Company or its stockholders for monetary damage for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the DGCL provision making directors personally liable for unlawful payment of dividends or unlawful stock repurchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit.
Bylaw 25 of our Amended and Restated Bylaws provides that our officers and directors will be indemnified and held harmless by the Company to the fullest extent permitted under the DGCL.
The Company has entered into indemnification agreements with its directors requiring the Company to indemnify its directors against liabilities that may arise by reason of their status or service as directors, to the maximum extent allowed under the Company’s Restated Certificate of Incorporation, the Company’s Amended and Restated Bylaws and the DGCL, as described above. These indemnification agreements may also require the Company to advance any expenses incurred by its directors as a result of any proceeding against them as to which they could be indemnified.
The Company maintains directors’ and officers’ liability insurance that covers certain liabilities and expenses of the Company’s officers and directors and covers the Company for reimbursement of payments to directors and officers in respect of such liabilities and expenses.
Item 7.    Exemption from Registration Claimed.
Not Applicable.



Item 8.    Exhibits.
ExhibitDescriptionMethod of Filing
4.1Incorporated by Reference to Exhibit 3-A to the Company’s Quarterly Report on Form 10-Q filed on December 6, 2023
4.2Incorporated by Reference to Exhibit 3-B to the Company’s Current Report on Form 8-K filed on July 28, 2023
5.1Filed Electronically
10.1Incorporated by Reference to Appendix A to the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders
23.1Filed Electronically
23.2Consent of Faegre Drinker Biddle & Reath LLPContained in Exhibit 5.1
24.1Filed Electronically
107Filed Electronically

Item 9.    Undertakings.
A.    The Company hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


B.    The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minneapolis, State of Minnesota, on December 6, 2023.
DONALDSON COMPANY, INC.

By /s/ Tod E. Carpenter
Tod E. Carpenter
Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 6, 2023 by the following persons in the capacities indicated:
NameTitle
/s/ Tod E. CarpenterChairman, President and Chief Executive Officer
Tod E. Carpenter(Principal Executive Officer and Director)
/s/ Scott J. RobinsonChief Financial Officer
Scott J. Robinson(Principal Financial Officer)
/s/ Andrew J. CebullaVice President and Corporate Controller
Andrew J. Cebulla(Principal Accounting Officer)
/s/ *Director
Pilar Cruz
/s/ *Director
Christopher M. Hilger
/s/ *Director
Douglas A. Milroy
/s/ *Director
Willard D. Oberton
/s/ *Director
Richard M. Olson
/s/ *Director
James J. Owens
/s/ *Director
Ajita G. Rajendra
/s/ *Director
Trudy A. Rautio
/s/ *Director
Jacinth C. Smiley

* Amy C. Becker, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Company pursuant to powers of attorney duly executed by these persons.
/s/ Amy C. Becker
Attorney-in-Fact


EXHIBIT 5.1
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
December 6, 2023
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota 55431
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Donaldson Company, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), registering the offer and sale of up to 5,000,000 additional shares of the Company’s common stock, par value $5.00 per share (the “Shares”), pursuant to the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated (the “Amended and Restated Plan”).
For purposes of this opinion letter, we have examined the Amended and Restated Plan, the Registration Statement, the Restated Certificate of Incorporation, as currently in effect, and the Amended and Restated Bylaws, as currently in effect, of the Company, the resolutions of the Company’s board of directors authorizing the issuance of the Shares and such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements, or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.
In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Based on and subject to the foregoing and to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Amended and Restated Plan and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Amended and Restated Plan, and (b) the consideration for the Shares specified in the Amended and Restated Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.
We are admitted to the practice of law in the State of Minnesota. We express no opinion as to the effect of any laws other than the laws of the State of Minnesota, the Delaware General Corporation Law and the federal laws of the United States, each as in effect on the date hereof.
This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.



Donaldson Company, Inc.                        Page – 2 – December 6, 2023
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Yours very truly,
FAEGRE DRINKER BIDDLE & REATH LLP
By: /s/ Amy C. Seidel
Amy C. Seidel




EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Donaldson Company, Inc. of our report dated September 22, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Donaldson Company, Inc.'s Annual Report on Form 10-K for the year ended July 31, 2023.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 6, 2023



EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tod E. Carpenter, Amy C. Becker and Andrew J. Cebulla, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the issuance of shares of common stock of Donaldson Company, Inc. pursuant to the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as Amended and Restated, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 17th day of November, 2023, by the following persons:

/s/ Pilar Cruz
Pilar Cruz
/s/ Christopher M. Hilger
Christopher M. Hilger
/s/ Douglas A. Milroy
Douglas A. Milroy
/s/ Willard D. Oberton
Willard D. Oberton
/s/ Richard M. Olson
Richard M. Olson
/s/ James J. Owens
James J. Owens
/s/ Ajita G. Rajendra
Ajita G. Rajendra
/s/ Trudy A. Rautio
Trudy A. Rautio
/s/ Jacinth C. Smiley
Jacinth C. Smiley



Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8
(Form Type)

DONALDSON COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Typ
Security Class Tit
Fee Calculation Ru
Amount Registered(1
Proposed Maximum Offering Price Per
Maximum Aggregate Offering Pr
Fee Rate
Amount of Registration F
Equity
Common Stock, par value $5.00 per share
457(c) and 457(h)
5,000,000 (2)
$59.76(3)
$298,800,000
0.00014760
$44,102.88
Total Offering Amounts
$298,800,000
$44,102.88
Total Fee Offsets
$0
Net Fee Due
$44,102.88



(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated (the “Amended and Restated Plan”) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding Common Stock.
(2)    Represents shares of Common Stock registered pursuant to the Amended and Restated Plan.
(3)    Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $59.76, the average of the high and low price of the Common Stock on November 29, 2023, as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.


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