NORDSON CORP 10-K

Item 9A. Controls and Procedures (a) Evaluation of disclosure controls and procedures . Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (executive vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, 2022. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2022 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s report on internal control over financial reporting . The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 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 . There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Nordson Corporation 66 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference to the captions “Proposal 1: 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. Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal. Information concerning executive officers is contained in Part I of this annual report under the caption “Information about Our Executive Officers.” 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. 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. 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. Item 11. Executive Compensation 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders. Nordson Corporation 67 Table of Contents Equity Compensation Plan Information The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, 2022: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first reporting column) (3) Equity compensation plans approved by security holders 1,612,786 $ 141.82 2,122,034 Equity compensation plans not approved by security holders — — — Total 1,612,786 $ 141.82 2,122,034 (1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards at their maximum payout level. (2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price. (3) As of October 31, 2022, includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director Independence” and “Corporate Governance—Review of Transactions with Related Persons” in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference to the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Fees Paid to Ernst & Young LLP ” and the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit Services” in our definitive Proxy Statement for the 2023 Annual Meeting of Shareholders. Nordson Corporation 68 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules The following are filed as part of this annual report: (a) 1. Financial Statements The following financial statements are included in Part II, Item 8: Consolidated Statements of Income for each of the three years in the period ended October 31, 2022 Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2022 Consolidated Balance Sheets as of October 31, 2022 and October 31, 2021 Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2022 Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2022 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42 ) (a) 2. Financial Statement Schedule Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, 2022. No other consolidated financial statement schedules are presented because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto. (a) 3. Exhibits The exhibits listed on the accompanying index to exhibits are filed as part of this annual report. Nordson Corporation 69 Table Table of Contents NORDSON CORPORATION Index to Exhibits Exhibit Number Description (2) Plan of Acquisition, Reorganization or Arrangement 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 3-a 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017) 3-a-1 Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017) 3-b 1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) (4) Instruments Defining the Rights of Security Holders, including indentures 4-a Description of Nordson Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4-a to Registrant's Annual Report on Form 10-K for the year ended October 31, 2019) 4-e Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018) 4-h Third Amended and Restated Credit Agreement dated April 30, 2019, among Nordson Corporation, various financial institutions named therein, and KeyBank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated May 6, 2019)** 4-j Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015) 4-k Amended and Restated Term Loan Agreement, dated April 30, 2019, among Nordson Corporation, various financial institutions named therein, and PNC Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.2 to Registrant’s Form 8-K dated May 6, 2019)** 4-l Master Note Purchase Agreement, dated as of June 22, 2018, by and among Nordson Corporation and the purchasers named therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 28, 2018) 4-m Amended and Restated Note Purchase Agreement and Private Shelf Agreement for $200 million, dated October 29, 2020 between Nordson Corporation and New York Life Investment Management LLC (10) Material Contracts 10-b-2 Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* 10-b-3 First Amendment to the Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016)* 10-c-1 Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) 10-c-2 Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) 10-d Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)* 10-d-1 First Amendment to Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018)* 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)* 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)* 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 Table of Contents NORDSON CORPORATION Index to Exhibits Exhibit Number Description 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)* 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 )* 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)* 10-g-2 Nordson Corporation Amended and Restated 2012 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated March 2, 2018)* 10-g-3 Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* 10-g-4 Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* 10-g-5 Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)* 10-g-6 Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)* 10-g-7 Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-7 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)* 10-g-8 Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 8-K dated March 2, 2021)* 10-g-9 Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (incorporated herein by reference to Exhibit 10.1 to Registrant’s Form 8-K dated April 19, 2021)* 10-g-10 Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated April 19, 2021)* 10-h Assurance Trust Agreement between Nordson Corporation and Key Trust Company of Ohio, N.A. amended and restated as of January 22, 2014 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014)* 10-i Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated herein by reference to Exhibit 10-h-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* 10-j Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)* 10-k Employment Agreement, effective as of August 1, 2019, between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated June 14, 2019)* 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)* 10-m Separation agreement between Gregory P. 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 (23) Consent of Independent Registered Public Accounting Firm (24) Power of Attorney (included on the signature page to this Annual Report on Form 10-K) 31.1 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 31.2 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 Table of Contents NORDSON CORPORATION Index to Exhibits Exhibit Number Description 32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) 99-a Form S-8 Undertakings (incorporated herein by reference to Exhibit 99-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) 101 The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2022, formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2022, 2021 and 2020, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2022, 2021 and 2020, (iii) the Consolidated Balance Sheets at October 31, 2022 and 2021, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2022, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2022, 2021 and 2020, and (vi) the Notes to Consolidated Financial Statements. 104 The cover page from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2022, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). * Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or executive officers of Nordson Corporation may be participants. ** Schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Registrant will provide a copy of any omitted schedule to the SEC or its staff upon request. Item 16. Form 10-K Summary None. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORDSON CORPORATION Date: December 19, 2022 By: /s/ Joseph P. Kelley Joseph P. Kelley Executive Vice President, Chief Financial Officer Nordson Corporation 72 Table of Contents POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph P. Kelley as his or her true and lawful attorney-in-fact and agent with full power to act alone, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Sundaram Nagarajan Director, President and Chief Executive Officer (Principal Executive Officer) December 19, 2022 Sundaram Nagarajan /s/ Joseph P. Kelley Executive Vice President, Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) December 19, 2022 Joseph P. Kelley /s/ Michael J. Merriman, Jr. Chair of the Board December 19, 2022 Michael J. Merriman, Jr. /s/ Dr. John A. DeFord Director December 19, 2022 Dr. John A. DeFord /s/ Frank M. Jaehnert Director December 19, 2022 Frank M. Jaehnert /s/ Ginger M. Jones Director December 19, 2022 Ginger M. Jones /s/ Milton M. Morris Director December 19, 2022 Milton M. Morris /s/ Jennifer A. Parmentier Director December 19, 2022 Jennifer A. Parmentier /s/ Mary G. Puma Director December 19, 2022 Mary G. Puma /s/ Victor L. Richey, Jr. Director December 19, 2022 Victor L. Richey, Jr. Nordson Corporation 73 Table of Contents Schedule II – Valuation and Qualifying Accounts and Reserves Balance at Beginning of Year Charged to Expense Deductions Currency Effects Balance at End of Year Allowance for Doubtful Accounts 2020 $ 9,801 2,165 3,074 153 $ 9,045 2021 $ 9,045 32 1,572 47 $ 7,552 2022 $ 7,552 1,259 1,336 743 $ 8,218 Inventory Obsolescence and Other Reserves 2020 $ 39,377 24,767 23,255 426 $ 41,315 2021 $ 41,315 11,718 7,436 266 $ 45,863 2022 $ 45,863 18,694 18,372 ( 450 ) $ 45,735 Nordson Corporation 74