4 unchanged sentences
(b) Management’s report on internal control over financial reporting .
−Removed: The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm thereon are set forth in Part II, Item 8 of this annual report and are incorporated by reference.
+Added: The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID:
+Added: 42 ) thereon are set forth in Part II, Item 8 of this annual report and are incorporated by reference.
(c) Changes in internal control over reporting .
6 unchanged sentences
The information required by this Item is incorporated by reference to the captions “Proposal 1:
−Removed: Election of Directors Whose Terms Expire in 2025” and "Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders.
+Added: Election of Directors” and "Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption “Committees of the Board of Directors” of our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
2 unchanged sentences
We have adopted a code of ethics and business conduct for all employees and directors, including the principal executive officer, other executive officers, principal financial officer and other finance personnel.
−Removed: A copy of the code of ethics is available free of charge on our Web site at http://www.nordson.com/en/our-company/corporate-governance.
−Removed: We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics and business conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our Web site.
+Added: A copy of the code of ethics is available free of charge on our website at http://www.nordson.com/en/our-company/corporate-governance.
+Added: We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our code of ethics and business conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our website.
Executive Compensation
−Removed: The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year 2021,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, 2021,” “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to Executive Compensation Policies and Practices," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" in our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders.
+Added: The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year 2022,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, 2022,” “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to Executive Compensation Policies and Practices" and "Compensation Committee Report" in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
9 unchanged sentences
outstanding options,
−Removed: warrants and rights (2) Number of securities
−Removed: remaining available for
−Removed: future issuance under
−Removed: equity compensation
−Removed: plans (excluding
+Added: warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding
securities reflected in
first reporting column) (3)
−Removed: Equity compensation plans approved by
−Removed: security holders 1,628,707 $ 130.93 2,253,249
+Added: Equity compensation plans approved by security holders 1,612,786 $ 141.82 2,122,034
Equity compensation plans not approved by security holders — — —
20 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID:
Financial Statement Schedule
7 unchanged sentences
(2) Plan of Acquisition, Reorganization or Arrangement
−Removed: 2-a Agreement and Plan of Merger, dated as of February 20, 2017, by and among Nordson Corporation, Viking Merger Corp., Vention Medical Holdings, Inc.
−Removed: and VMHI Rep Services, LLC (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated April 5, 2017)**
−Removed: 2-b First Amendment to Agreement and Plan of Merger, dated as of March 30, 2017, by and among Nordson Corporation, Viking Merger Corp., Vention Medical Holdings, Inc.
−Removed: and VMHI Rep Services, LLC (incorporated herein by reference to Exhibit 2.2 to Registrant’s Form 8-K dated April 5, 2017)
+Added: 2-a Agreement and Plan of Merger, dated as of August 7, 2022, by and among Nordson Corporation, Meta Merger Company and CyberOptics Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated August 10, 2022)**
(3) Articles of Incorporation and By-Laws
18 unchanged sentences
10-d-3 Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-d-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*
+Added: 10-e Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
+Added: 10-e-1 First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-f-1 to Registrant’s Annual Report on Form 10-K for the year ended October 29, 2000)*
Nordson Corporation 70
1 unchanged sentence
Index to Exhibits
−Removed: 10-e Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*
−Removed: 10-e-1 First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-f-1 to Registrant’s Annual Report on Form 10-K for the year ended October 29, 2000)*
10-e-2 Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018)*
10-e-3 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-e-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*
−Removed: 10-e-4 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, 2009 filed herewith)*
−Removed: 10-e-5 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021 filed herewith)*
+Added: 10-e-4 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, 2009 ) (incorporated by reference to Exhibit 10-e-4 to Registrant 's Annual R eport on Form 10-K for the year ended October 31, 202 1 )*
+Added: 10-e-5 N ordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021 ) (incorporated by reference to E xhibit 10-e-5 to Registrant 's Annual Report on Form 10-K for the year ended October 31, 2021) *
10-g-1 Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*
14 unchanged sentences
10-l Change-in-Control Retention Agreement between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Form 8-K dated June 14, 2019)*
−Removed: 10-m Separation agreement between John J.
−Removed: Keane and Nordson Corporation, effective February 1, 2021 (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated March 4, 2021)
+Added: 10-m Separation agreement between Gregory P.
+Added: Merk and Nordson Corporation, effective January 27, 2022 (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated February 25, 2022)
(21) Subsidiaries of the Registrant
2 unchanged sentences
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Nordson Corporation 71
1 unchanged sentence
Index to Exhibits
−Removed: Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CEO pursuant to 18 U.S.C.
30 unchanged sentences
DeFord Director December 19, 2022
−Removed: /s/ Arthur L.
−Removed: Director December 17, 2021
Jaehnert Director December 19, 2022
1 unchanged sentence
Jones Director December 19, 2022
+Added: /s/ Milton M.
+Added: Morris Director December 19, 2022
/s/ Jennifer A.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.