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): May 8, 2020

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On May 8, 2020, the Company announced that Joseph P. Kelley, 47, has been named Executive Vice President, Chief Financial Officer of the Company, effective July 6, 2020 (the “Start Date”). Mr. Kelley succeeds Gregory A. Thaxton, who previously announced his intent to retire and who will step down from his role as Chief Financial Officer of the Company upon Mr. Kelley’s Start Date. Mr. Thaxton will continue to be employed as an Executive Vice President to the Company until his retirement on August 28, 2020. The Board of Directors of the Company expects to formally appoint Mr. Kelley as Chief Financial Officer, effective as of the Start Date, at its regularly scheduled meeting to be held on May 28, 2020.

Mr. Kelley has served as chief financial officer of Materion Corporation (NYSE: MTRN), a publicly traded advanced chemicals company, since 2015. Throughout his career, he served in roles of increasing financial responsibility at Materion, PolyOne Corporation (NYSE: POL), a publicly traded specialty chemicals company, and Lincoln Electric (Nasdaq: LECO), a publicly traded global manufacturer. In 2003, he joined Lincoln Electric, where he was responsible for global consolidation and external reporting. He was later promoted at Lincoln Electric to lead investor relations and mergers and acquisitions. In 2009, Mr. Kelley continued to advance his career when he became vice president of financial planning and investor relations at PolyOne Corporation. In 2012, he joined Materion, where he was ultimately promoted to chief financial officer, leading the company’s accounting, tax, treasury, financial planning, procurement and investor relations. Mr. Kelley has a Bachelor of Science degree in business administration from John Carroll University.

Effective on the Start Date, Mr. Kelley’s annual base salary will be $500,000 and his annual cash bonus opportunity target will be 75% of his annual base salary, with his actual bonus based upon the performance measures and objectives established by the Board of Directors from time to time, subject to the Compensation Committee’s discretion. For fiscal year 2020, Mr. Kelley’s minimum bonus will be 0% of target and the maximum bonus will be 200% of target, and will be pro-rated based on his period of service in fiscal year 2020. He will also be eligible to participate in the Company’s health and welfare plans and certain other benefits generally available to the Company’s other executive officers. Additional information about the Company’s executive compensation program can be found in its 2020 Proxy Statement. Effective as of the Start Date, the Company expects to enter into indemnification and change in control agreements in substantially the same forms as the Company has entered into with each of the Company’s existing directors and certain executive officers.

On the Start Date, the Compensation Committee of the Board will grant Mr. Kelley under the Company’s equity plan (i) restricted shares having an economic value of $900,000 which will vest in equal amounts each year over 3 years; (ii) stock options having an economic value of $700,000 which will vest in equal amounts each year over 4 years, with a term of 10 years; and (iii) for the fiscal year 2020-2022 performance period, a grant of target shares having an economic value of $500,000 that cliff vest at the end of a three-year performance period subject to achievement at target of performance metrics previously established by the Compensation Committee for the fiscal year 2020-2022 performance cycle. Effective following the November 2020 Compensation Committee meeting, Mr. Kelley will be granted a long-term incentive award with an economic value of $850,000, based on the same equity mix granted to all other officers at that time.

There are no other arrangements or understandings between Mr. Kelley and any other persons, other than his compensation terms, pursuant to which he was appointed to the office described above and no family relationship among any of the Company’s directors or executive officers and Mr. Kelley. Mr. Kelley does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(d) Exhibits

SIGNATURE

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.

EX-99.1

Exhibit 99.1

Nordson Corporation Names Joseph P. Kelley as Chief Financial Officer

Westlake, Ohio – (May 8, 2020) – Nordson Corporation (NASDAQ-NDSN) today announced that Joseph P. Kelley has been named Executive Vice President and Chief Financial Officer, effective July 6, 2020. Mr. Kelley succeeds Gregory A. Thaxton, who previously announced his plans to retire. Upon Mr. Kelley’s start date, Mr. Thaxton will become Executive Vice President to the Company until he retires on August 28, 2020.

Mr. Kelley brings over 25 years of financial and operational expertise to the role. Since 2015, he has served as chief financial officer of Materion (NYSE: MTRN), a $1.2 billion advanced materials company. As CFO of Materion, Mr. Kelley partnered with business leaders to drive substantial increases in shareholder value, largely through commercial and operational improvement initiatives. He has a proven track record of driving financial results, which has earned him a successful career with roles of increasing responsibility at Materion, PolyOne (NYSE: POL) and Lincoln Electric (Nasdaq: LECO).

“As Nordson focuses on our next chapter of profitable growth, I am excited to welcome Joe to our executive leadership team. We are committed to advancing Nordson’s long-term strategic priorities of accelerating organic growth, diversifying through acquisition, leveraging the Nordson Business System and focusing on talent development. Joe’s operational experience, proven financial leadership and progressive viewpoint will make him an excellent business partner in achieving these goals,” said Sundaram Nagarajan, President and Chief Executive Officer of Nordson.

“As a Cleveland native, I’ve always admired Nordson, as a high-quality industrial precision technology company. Naga has a compelling vision for Nordson’s future, and I am excited to partner with him and the executive leadership team at this special time in the Company’s history,” said Mr. Kelley.

Added Mr. Nagarajan, “On behalf of the Board of Directors and Company, I want to thank Greg Thaxton for his commitment and leadership of Nordson over the past 30 years. He has been a great resource for me during my first nine months as CEO, and I know he will be an outstanding partner to Joe as well during this leadership transition period.”

About Joseph Kelley

Mr. Kelley started his career in progressive finance and auditing roles. In 2003, he joined Lincoln Electric, a $3.1 billion global manufacturer, where he was responsible for global consolidation and external reporting. Early in his tenure, he led the finance function for Lincoln Electric’s $600 million European region, where he was responsible for all accounting and finance activity across 12 legal entities in eight different countries. After four years in Europe, he returned to Lincoln Electric’s headquarters to lead investor relations and mergers and acquisitions.

In 2009, Mr. Kelley advanced his career as vice president of financial planning and investor relations at PolyOne Corporation, a $3.3 billion specialty chemical company. In this role, he was responsible for business segment financial planning and analysis, investor relations and long-range planning. In 2012, he joined Materion where he was ultimately promoted to chief financial officer, leading accounting, tax, treasury, financial planning, procurement and investor relations.

Mr. Kelley has a Bachelor of Science degree in business administration from John Carroll University.

Except for historical information and comparisons contained herein, statements included in this release may constitute “forward-looking statements,” as defined by the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors, as discussed in the Company’s filing with the Securities and Exchange Commission that could cause actual results to differ.

Nordson Corporation engineers, manufactures and markets differentiated products and systems used for the precision dispensing of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, fluid management, test and inspection, UV curing and plasma surface treatment, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in more than 35 countries. Visit Nordson on the web at http://www.nordson.com, @Nordson_Corp, or www.facebook.com/nordson.

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