Nordson (NDSN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 4, 2025, with shareholders able to vote online, by phone, mail, or during the meeting.

• Key proposals include electing four directors, ratifying the auditor, and an advisory vote on executive compensation.

• 2024 saw record sales of $2.7B, EBITDA of $849M, and a 61st consecutive year of dividend increases.

• The company completed the acquisition of Atrion Corporation, expanding its medical portfolio.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying Ernst & Young LLP as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Abstentions count as votes against Proposals 2 and 3 but not for director elections.

Board of directors and corporate governance

• Board consists of 10 directors, 9 of whom are independent; 50% are gender or racially diverse.

• Annette K. Clayton joined the board in April 2024; board refreshment is ongoing.

• Board committees (Audit, Compensation, Governance & Sustainability) are 100% independent.

• Board leadership is separated from the CEO role; independent Chair leads the board.

• Directors are subject to robust share ownership guidelines and a mandatory retirement age of 72.