8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2011

DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-7891	41-0222640
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

1400 West 94th Street
Minneapolis, MN 55431

(Address of principal executive offices) (Zip Code)

(952) 887-3131

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2011, Donaldson Company, Inc. issued a press release announcing that as part of its ongoing officer succession planning process, Thomas R. VerHage, Vice President and Chief Financial Officer will resign from his position and leave the Company on October 31, 2011.

In addition, the press release announced that with VerHage’s retirement, James F. Shaw will be promoted to Vice President and Chief Financial Officer effective November 1, 2011. Shaw is currently Corporate Controller and Principal Accounting Officer.

The Company’s executive compensation program elements applicable to Mr. Shaw are described in the Compensation, Discussion and Analysis (“CD&A”) section of the Company’s Fiscal 2010 Proxy Statement filed with the SEC, and include: Base Salary, Annual Cash Incentive, Long-Term Equity (includes Long-Term Compensation Awards, Stock Options, and Restricted Stock), Benefits, and Change in Control (“CIC”) Agreement. The Company has entered into CIC Agreements with its Executive Officers. Other than the CIC Agreements, the Company does not have any employment contracts with its Executive Officers. Mr. Shaw will be provided, on the effective date of his appointment, with a CIC Agreement at the Vice President level as described in the CD&A. He also will be a participant in the Company’s Long-Term Compensation Plan, Annual Cash Incentive Plan, and the annual stock option award program, which programs are described in the CD&A. He also will be eligible for the Excess Pension Plan, and Deferred Compensation and 401(k) Excess Plan, as described in the CD&A.

Item 7.01.   Regulation FD Disclosure.

A copy of the press release that discusses these matters is being furnished to the SEC and is attached as Exhibit 99.1 to this report.

Item 9.01.   Financial Statements and Exhibits.

(d)    Exhibits.

99.1 Press Release, dated July 5, 2011, issued by Donaldson Company, Inc.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: July 6, 2011

DONALDSON COMPANY, INC.
By:	/s/   Norman C. Linnell
	Name:	Norman C. Linnell
	Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 5, 2011 issued by Donaldson Company, Inc.

EX-99.1 2 donaldson113305_ex99-1.htm PRESS RELEASE DATE JULY 5, 2011

Exhibit 99.1

FOR IMMEDIATE RELEASE:	FOR FURTHER INFORMATION:
Tuesday, July 5, 2011	Rich Sheffer (952) 887-3753

DONALDSON COMPANY ANNOUNCES OFFICER CHANGES

Tom VerHage, Vice President and CFO, leaving Company on October 31^st; Jim Shaw promoted to Vice President and CFO effective November 1^st

MINNEAPOLIS, July 5, 2011-- Donaldson Company, Inc. (NYSE: DCI), announced today, as part of its ongoing officer succession planning process, that Thomas R. VerHage, Vice President and Chief Financial Officer, will leave the Company on October 31^st. VerHage, 58, joined Donaldson in 2004 in his current role with responsibility for Donaldson’s global finance organization. During VerHage’s tenure, he led the implementation and ongoing compliance with the Sarbanes-Oxley legislation, improved the forecasting, annual planning and budgeting processes, and helped to ensure the effective integration of acquisitions including Western Filter, Aerospace Filtration Systems, Triboguard, and LMC West.

As part of the succession planning process, James F. Shaw will be promoted to Vice President and Chief Financial Officer effective November 1^st. Shaw, 42, is currently Corporate Controller and Principal Accounting Officer. Shaw joined Donaldson in 2004 as Director of Corporate Compliance/Internal Audit. In his current role, Shaw is responsible for worldwide financial reporting, budgeting and analysis, and the development and management of the Company’s financial controls and policies. Prior to joining Donaldson, Shaw was a Senior Audit Manager at Deloitte & Touche, LLP, where he was the lead auditor for a number of large multi-national companies. Shaw also spent time as an auditor at Arthur Anderson, LLP. Shaw is a Certified Public Accountant and holds a Bachelor of Arts degree in Accounting from St. John’s University, Collegeville, Minnesota.

“I would like to thank Tom for his dedication and leadership during a very ‘exciting’ time for both our Finance organization and our Company,” said Bill Cook, Chairman, President and CEO. “Tom joined us as I was assuming the CEO role and as Donaldson was preparing for the implementation of the Sarbanes-Oxley legislation. As a member of my senior team, Tom also played a key role in helping to successfully lead our Company through the recent recession, from which we emerged better and stronger than when we went in and well positioned to execute our Strategic Growth Plans. I wish him continued success in his current Board positions and future business opportunities.”

“A critical success factor for achieving our long-term Strategic growth objectives is to develop leaders. Jim Shaw is a great example of our development success as he has demonstrated his leadership capabilities and delivered results in the many areas of our Finance organization that he has already led. In his new position, Jim’s combination of skills and experience are well-suited to leading the ongoing development of our global Finance organization and will make him a valuable member of my senior leadership team.”

About Donaldson Company, Inc.

Donaldson is a leading worldwide provider of filtration systems that improve people’s lives, enhance our Customers’ equipment performance, and protect our environment. We are a technology-driven Company committed to satisfying our Customers’ needs for filtration solutions through innovative research and development, application expertise, and global presence. Our 12,800 employees contribute to the Company’s success by supporting our Customers at our more than 100 sales, manufacturing, and distribution locations around the world.

Donaldson is a member of the S&P MidCap 400 and Russell 1000 indices, and our shares trade on the NYSE under the symbol DCI. Additional information is available at www.donaldson.com.

# # #

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:	FOR FURTHER INFORMATION:
Tuesday, July 5, 2011	Rich Sheffer (952) 887-3753

DONALDSON COMPANY ANNOUNCES OFFICER CHANGES

Tom VerHage, Vice President and CFO, leaving Company on October 31^st; Jim Shaw promoted to Vice President and CFO effective November 1^st

MINNEAPOLIS, July 5, 2011-- Donaldson Company, Inc. (NYSE: DCI), announced today, as part of its ongoing officer succession planning process, that Thomas R. VerHage, Vice President and Chief Financial Officer, will leave the Company on October 31^st. VerHage, 58, joined Donaldson in 2004 in his current role with responsibility for Donaldson’s global finance organization. During VerHage’s tenure, he led the implementation and ongoing compliance with the Sarbanes-Oxley legislation, improved the forecasting, annual planning and budgeting processes, and helped to ensure the effective integration of acquisitions including Western Filter, Aerospace Filtration Systems, Triboguard, and LMC West.

As part of the succession planning process, James F. Shaw will be promoted to Vice President and Chief Financial Officer effective November 1^st. Shaw, 42, is currently Corporate Controller and Principal Accounting Officer. Shaw joined Donaldson in 2004 as Director of Corporate Compliance/Internal Audit. In his current role, Shaw is responsible for worldwide financial reporting, budgeting and analysis, and the development and management of the Company’s financial controls and policies. Prior to joining Donaldson, Shaw was a Senior Audit Manager at Deloitte & Touche, LLP, where he was the lead auditor for a number of large multi-national companies. Shaw also spent time as an auditor at Arthur Anderson, LLP. Shaw is a Certified Public Accountant and holds a Bachelor of Arts degree in Accounting from St. John’s University, Collegeville, Minnesota.

“I would like to thank Tom for his dedication and leadership during a very ‘exciting’ time for both our Finance organization and our Company,” said Bill Cook, Chairman, President and CEO. “Tom joined us as I was assuming the CEO role and as Donaldson was preparing for the implementation of the Sarbanes-Oxley legislation. As a member of my senior team, Tom also played a key role in helping to successfully lead our Company through the recent recession, from which we emerged better and stronger than when we went in and well positioned to execute our Strategic Growth Plans. I wish him continued success in his current Board positions and future business opportunities.”

“A critical success factor for achieving our long-term Strategic growth objectives is to develop leaders. Jim Shaw is a great example of our development success as he has demonstrated his leadership capabilities and delivered results in the many areas of our Finance organization that he has already led. In his new position, Jim’s combination of skills and experience are well-suited to leading the ongoing development of our global Finance organization and will make him a valuable member of my senior leadership team.”

About Donaldson Company, Inc.

Donaldson is a leading worldwide provider of filtration systems that improve people’s lives, enhance our Customers’ equipment performance, and protect our environment. We are a technology-driven Company committed to satisfying our Customers’ needs for filtration solutions through innovative research and development, application expertise, and global presence. Our 12,800 employees contribute to the Company’s success by supporting our Customers at our more than 100 sales, manufacturing, and distribution locations around the world.