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The company said its board on February 14, 2024 appointed Annette Clayton as a director in the class whose term expires at the 2026 annual shareholders meeting and as a member of the Audit Committee. Her appointment takes effect on April 1, 2024.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its board on February 14, 2024 appointed Annette Clayton as a director in the class whose term expires at the 2026 annual shareholders meeting and as a member of the Audit Committee. Her appointment takes effect on April 1, 2024.

  2. The company said in a press release that Clayton's appointment brings the total number of Nordson directors to ten. It also said that, as a matter of governance, she will stand for election at the 2025 annual shareholders meeting.

  3. The company said Clayton will receive annual non-employee director compensation of $165,000 in equity retainer and $90,000 in cash retainer, prorated for fiscal 2024. Under the 2021 Stock Incentive and Award Plan, she will receive prorated restricted share units on or about April 1.

  4. The company said Clayton is chairwoman of Schneider Electric North America and served as CEO for North America until December 2023, and worked at General Motors from 1983 to 2006. The board determined that she is independent under Nasdaq listing standards.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Nordson Appoints Annette Clayton to Board and Audit Committee

The company said its board on February 14, 2024 appointed Annette Clayton as a director in the class whose term expires at the 2026 annual shareholders meeting and as a member of the Audit Committee. Her appointment takes effect on April 1, 2024.

Source · Based on the filing body and exhibits

Board Size and Shareholder Election Timing

The company said in a press release that Clayton's appointment brings the total number of Nordson directors to ten. It also said that, as a matter of governance, she will stand for election at the 2025 annual shareholders meeting.

Source · Based on the filing body and exhibits

Non-Employee Director Pay and Payment Method

The company said Clayton will receive annual non-employee director compensation of $165,000 in equity retainer and $90,000 in cash retainer, prorated for fiscal 2024. Under the 2021 Stock Incentive and Award Plan, she will receive prorated restricted share units on or about April 1.

Source · Based on the filing body and exhibits

Clayton's Background and Independence Determination

The company said Clayton is chairwoman of Schneider Electric North America and served as CEO for North America until December 2023, and worked at General Motors from 1983 to 2006. The board determined that she is independent under Nasdaq listing standards.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.