Donaldson (DCI) Proxy filing summary

Executive summary

• FY26 sales reached a record ~$3.9B; adjusted diluted EPS was $3.98, or $4.04 excluding the Facet acquisition. Returned ~$250M to shareholders through dividends and repurchases.

• Richard B. Lewis became President and CEO on March 2, 2026; Tod E. Carpenter transitioned to Executive Chairman.

• Annual meeting scheduled for November 20, 2026, as a fully virtual meeting; September 21, 2026 was the voting record date.

Voting matters and shareholder proposals

• Shareholders will vote on four director nominees, an advisory vote on named executive compensation, and ratification of PwC for FY ending July 31, 2027; the Board recommends FOR all three matters.

• Uncontested director elections require a majority of votes cast; say-on-pay passes if FOR votes exceed AGAINST votes; auditor ratification requires a majority of shares represented and entitled to vote.

• Proposals for inclusion in the 2027 proxy must arrive by June 8, 2027; director nominations or other business under the bylaws require notice July 23–August 22, 2027.

Board of directors and corporate governance

• The Board nominated Tod E. Carpenter, Pilar Cruz, Richard B. Lewis and Simon A. Meester for three-year terms ending in 2029; Ajita G. Rajendra is not seeking reelection.

• Board leadership separated in March 2026: Lewis became CEO and Carpenter Executive Chairman; Christopher M. Hilger serves as independent Lead Director.

• 80% of directors are independent; all committee members are independent. The Board conducts annual evaluations and has majority voting for uncontested director elections.

• The Board limits directors to five public-company boards, or two for directors who are public-company executive officers; stock ownership guidelines apply to directors and officers.