Nordson (NDSN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 2, 2026, with shareholders able to vote online, by phone, mail, or during the meeting.

• Key proposals include electing three directors, ratifying the appointment of Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Record sales of $2.8 billion and EBITDA of $900 million were achieved in 2025, with a 4% sales increase and continued dividend growth for the 62nd consecutive year.

• The company emphasizes long-term shareholder value, strong governance, and a pay-for-performance compensation philosophy.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors, ratifying Ernst & Young LLP as auditor for FY2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• No other matters are expected, but proxies may vote on any new business that arises.

Board of directors and corporate governance

• Board consists of ten directors, 90% of whom are independent, with an average age of 63 and average tenure of 7 years.

• Board refreshment has added six new directors since 2019, enhancing diversity and expertise.

• Independent Chair leads the board, and all committees are composed solely of independent directors.

• Directors are subject to mandatory retirement at 72 and must meet share ownership guidelines.

• Board and committees held 18 meetings in 2025, with 100% attendance by all directors.