Business Context and Reporting Period
This Form 8-K reports on the results of the 2022 Annual Meeting of Stockholders held by Donaldson Company, Inc. on November 18, 2022. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a corporate governance report focused on voting results.
Material Changes and Voting Results
Director Elections (Item 1)
Stockholders elected four individuals to the Board of Directors. The voting results were as follows:
- Douglas A. Milroy: 98,538,401 For; 895,274 Withheld; 10,335,029 Broker Non-Vote.
- Willard D. Oberton: 95,751,471 For; 3,682,204 Withheld; 10,335,029 Broker Non-Vote.
- Richard M. Olson: 99,074,146 For; 359,529 Withheld; 10,335,029 Broker Non-Vote.
- Jacinth C. Smiley: 99,054,245 For; 379,430 Withheld; 10,335,029 Broker Non-Vote.
Executive Compensation Advisory Vote (Item 2)
Stockholders approved the non-binding advisory vote on executive compensation:
- For: 96,788,652
- Against: 2,260,672
- Abstain: 384,351
- Broker Non-Vote: 10,335,029
Auditor Ratification (Item 3)
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2023:
- For: 107,652,071
- Against: 1,868,702
- Abstain: 247,931
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, risks, contingencies, or unusual items. The document is limited to the reporting of shareholder vote tallies.
Investor Verification Checklist
- Verify the total number of shares entitled to vote at the meeting to contextualize the "Broker Non-Vote" figures.
- Confirm the tenure and background of the newly elected directors (Milroy, Oberton, Olson, Smiley) as disclosed in the 2022 Proxy Statement.
- Review the 2022 Proxy Statement for details on the specific executive compensation packages approved in the advisory vote.
- Check subsequent filings for the official appointment letter or engagement terms with PricewaterhouseCoopers LLP.