What changed in this filing

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Item 9A. Controls and Procedures

2024-12-18 compared with 2023-12-20 · 69 added, 47 removed, 152 unchanged (43% of the section changed)

1 unchanged sentence

(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 (vice president and corporate controller, interim 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, 2023.

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, 2024.

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, 2024 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.

10 unchanged sentences

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 2024 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 2025 Annual Meeting of Shareholders.

1 unchanged sentence

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.

The information required by this item regarding our insider trading policy and procedures is incorporated by reference to the information contained under the caption “Insider Trading, Anti-Hedging and Anti-Pledging Policies” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders.

We have adopted a Code of Ethics and Business Conduct (the "Code") for all employees and directors, including the principal executive officer, principal financial officer, principal accounting officer, other executive officers and other finance personnel.

A copy of the Code is available free of charge on our website at https://www.nordson.com/en/about-us/corporate-responsibility/code-of-ethics.

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.

2 unchanged sentences

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 2024 Annual Meeting of Shareholders.

Nordson Corporation 72

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders.

Equity Compensation Plan Information

15 unchanged sentences

(3) As of October 31, 2024, includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

Nordson Corporation 74

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 2024 Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director Independence” and “Corporate Governance—Review and Approval of Transactions with Related Persons” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders.

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 Ernst & Young LLP as our independent registered public accounting firm for the year ending October 31, 2024—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 2025 Annual Meeting of Shareholders.

20 unchanged sentences

(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)**

2-b Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc.

and Atrion Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 28, 2024)**

2-c Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A.

Battat and Emile A.

Battat (incorporated herein by reference to Exhibit 2.2 to Registrant’s Current Report on Form 8-K dated May 28, 2024)

2-d Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc.

(incorporated herein by reference to Exhibit 2.3 to Registrant’s Current Report on Form 8-K dated May 28, 2024)

(3) Articles of Incorporation and By-Laws

1 unchanged sentence

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 2023 Amended Regulations

3-b 2023 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, 2023)

(4) Instruments Defining the Rights of Security Holders, including indentures

2 unchanged sentences

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 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-l Indenture, dated September 13, 2023, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated September 13, 2023).

Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated September 13, 2023).

4-m First Supplemental Indenture, dated September 13, 2023, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant's Form 8-K dated September 13, 2023).

Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K dated September 13, 2023).

4-n Second Supplemental Indenture, dated September 9, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated September 9, 2024) .

4-o 364-Day Term Loan Agreement, dated as of June 21, 2024, by and among Nordson Corporation, as Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 24, 2024)

4-p Incremental Amendment to Credit Agreement, dated as of June 21, 2024, by and among Nordson Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated June 24, 2024)

(10) Material Contracts

1 unchanged sentence

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)*

Nordson Corporation 77

NORDSON CORPORATION

Index to Exhibits

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)

7 unchanged sentences

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)*

Nordson Corporation 75

NORDSON CORPORATION

Index to Exhibits

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 Report on Form 10-K for the year ended October 31, 2021)*

1 unchanged sentence

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-2 Nordson Corporation Amended and Restated 2012 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on 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)*

3 unchanged sentences

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-g-8 Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Current Report on 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 Current Report on 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 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)**

10-l 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-m 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-n 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)

Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated February 23, 2023)*

Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award (incorporated herein by reference to Exhibit 10.2 to Registrant's Form 10-Q dated February 23, 2023)*

Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award (incorporated herein by reference to Exhibit 10.3 to Registrant's Form 10-Q dated February 23, 2023)*

10-r Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated January 23, 2023)

Nordson Corporation 78

1 unchanged sentence

Index to Exhibits

10-m Change-in-Control Retention Agreement between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K dated June 14, 2019)*

10-n Separation agreement between Gregory P.

Merk and Nordson Corporation, effective January 27, 2022 (incorporated herein by reference to Exhibit 10.1 to Registrant's Quar terly Report on Form 10-Q dated February 25, 2022)

10-o Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-p Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award (incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-q Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award (incorporated herein by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-s Credit Agreement, dated as of June 6, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, Wells Fargo Bank, National Association, as Agent, and Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and U.S.

Bank National Association, as Joint Lead Arrangers and Bookrunners, and various financial institutions named therein as lenders.

(incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 6, 2023)

10-t 364-Day Term Loan Credit Agreement, dated as of August 23, 2023, by and among Nordson Corporation, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated August 24, 2023).

10-u Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Option Award*

10-v Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award*

10-w Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Unit Award*

10-x Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award with cli ff vesting *

(incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Re port on Form 8-K dated June 6, 2023)

10-u Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Option Award (incorporated by reference to Exhibit 10-u to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023) *

10-v Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award (incorpor a t ed by reference to Exhibi t 10-v to R egistrant 's Annual Report on Form 10-K for the year ended October 31, 2023) *

10-w Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Unit Award ( inc orpor ated by reference to Exhibit 10-w to Re gistrant's Annual Repo rt on Form 10-K for th e year ended October 31, 2023) *

10-x Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award with cliff vesting (incorporated by reference to Exhibit 1 0-x to Registrant's Annual Report on Form 10-K for the year ended October 31, 202 3) *

(19) Nordson Corporation Insider Trading Policy

(21) Subsidiaries of the Registrant

3 unchanged sentences

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 79

NORDSON CORPORATION

Index to Exhibits

Certification of CEO pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

97 Nordson Corporation Compensation Clawback Policy

97 Nordson Corporation Compensation Clawback Policy (incor porated by reference to Exhibit 97 to Registrant 's Annual Report on Form 10-K fo r the year ended October 31, 2023)

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)

12 unchanged sentences

Stephen Shamrock

Vice President and Corporate Controller, Interim Chief Financial Officer

Chief Accounting Officer

Nordson Corporation 81

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen Shamrock 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.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel R.

Hopgood 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.

2 unchanged sentences

Sundaram Nagarajan

/s/ Stephen Shamrock Vice President and Corporate Controller, Interim Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) December 20, 2023

/s/ Daniel R.

Hopgood Executive Vice President and Chief Financial Officer (Principal Financial Officer) December 18, 2024

/s/ Stephen Shamrock Vice President and Chief Accounting Officer (Principal Accounting Officer) December 18, 2024

Stephen Shamrock

/s/ Michael J.

Merriman, Jr.

/s/ Victor L.

Chair of the Board December 18, 2024

Merriman, Jr.

/s/ Annette Clayton Director December 18, 2024

Annette Clayton

DeFord Director December 18, 2024

2 unchanged sentences

Jones Director December 18, 2024

/s/ Christopher L.

Mapes Director December 18, 2024

Christopher L.

/s/ Michael J.

Merriman, Jr.

Director December 18, 2024

Merriman, Jr.

/s/ Milton M.

2 unchanged sentences

Parmentier Director December 18, 2024

/s/ Victor L.

Director December 20, 2023

Nordson Corporation 82

13 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.

What changed 10-K

Item 9A. Controls and Procedures