UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2015
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
1-7891 |
41-0222640 |
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(State or other jurisdiction |
(Commission file number) |
(I.R.S. Employer |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2015, Donaldson Company, Inc. announced that Tod E. Carpenter, 55, currently the Company’s Chief Operating Officer, has been named President and Chief Executive Officer, effective April 1, 2015. Mr. Carpenter has served in various positons with the Company, since he joined in 1996.
Current Chairman, President and Chief Executive Officer, William M. Cook, 61, will continue as Chairman of the Board. Mr. Cook has been Chairman, President and Chief Executive Officer of the Company since 2005.
In connection with his promotion to President and Chief Executive Officer, Mr. Carpenter’s annual base salary will be increased from $525,000 to $700,000 and his annual target bonus percentage will be increased from 80% to 100%, effective April 1, 2015. He was also granted, on January 30, 2015, options to acquire 55,000 shares, with an exercise price equal to the closing stock price on the date of the grant. The stock options are being granted under the Company’s 2010 Master Stock Incentive Plan in the standard form for Executive Officers; the options have a ten-year term and will become exercisable in equal increments over three years.
The Company also entered into a new management severance agreement with Mr. Carpenter, replacing his existing such agreement, in the form filed as Exhibit 10.1 to the Company’s Form 8-K Report filed October 4, 2012.
The Company has not entered into any other compensatory related agreement or arrangement with Mr. Carpenter in connection with his promotion, nor was any other such agreement or arrangement that exists between the Company and Mr. Carpenter amended. Mr. Carpenter does not have any family relationships with any other executive officer or any other director on the Board of the Company.
Mr. Cook’s annual base salary for 2015 will be reduced, effective April 1, 2015, to $650,000 in connection with his appointment as Chairman.
A copy of the press release that discusses these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| 99.1 | Press Release dated January 30, 2015 issued by Donaldson Company, Inc. |
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: January 30, 2015
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DONALDSON COMPANY, INC. | |||
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By: |
/s/ Amy C. Becker | ||
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Name: |
Amy C. Becker |
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Title: |
Vice President, General Counsel and Secretary |
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Exhibit No. |
Description |
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99.1 |
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Press Release dated January 30, 2015 issued by Donaldson Company, Inc. | |
Exhibit 99.1
Donaldson Company Promotes Tod Carpenter to President and CEO
MINNEAPOLIS, January 30 – Donaldson Company, Inc. (NYSE: DCI) announced today that Tod Carpenter, 55, currently the Company’s Chief Operating Officer (COO), has been named President and Chief Executive Officer (CEO), effective April 1, 2015.
As part of the CEO succession process developed by the Donaldson Board of Directors, current Chairman, President and CEO Bill Cook will remain Chairman of the Board. Cook, 61, has been Chairman, President and CEO of the Company since 2005.
Carpenter was named COO last February. Since joining the Company in 1996, he has held various operations, sales, and managerial roles in the U.S. and Europe, serving as a General Manager; Vice President, Global Industrial Filtration Solutions; Vice President, Europe; and Senior Vice President, Engine Products. Prior to joining Donaldson, he worked at York & Associates and the Hughes Aircraft Company. Carpenter holds a Bachelor’s Degree in Manufacturing Technology from Indiana State University, an MBA from Long Beach State University, and completed the Minnesota Executive Program at the University of Minnesota’s Carlson School of Management.
“Tod’s appointment is part of our ongoing executive development and CEO succession process, which our Board has been actively engaged in for several years. Our management succession plans help ensure that our leadership team always has the experience and knowledge to effectively manage our Company for the benefit of our Shareholders and Customers,” said Cook. “During his almost two decades at our Company, Tod has demonstrated a passion for our business, a strong Customer orientation, and a keen focus on delivering financial results. I have worked closely with Tod throughout his Donaldson career and am confident he is the right leader for our Company as we celebrate our 100th anniversary and, more importantly, as we look forward to our next chapter of growth, innovation, and value creation.”
“I am especially grateful for the trust Bill and our Board of Directors is placing in me to assume this position. I am honored to have this opportunity to lead our incredibly talented global team,” said Carpenter.
About Donaldson Company
In 2015, Donaldson celebrates a century of providing global filtration solutions that improve people’s lives, enhance Customers’ equipment performance, and protect the environment. The 100-year-old, technology-driven Company is committed to satisfying Customers’ needs for filtration solutions through innovative research and development, application expertise, and global presence. Over 12,700 dedicated employees contribute to the Company’s success by supporting Customers at more than 140 sales, manufacturing, and distribution locations around the world. In fiscal year 2014, Donaldson reported sales of $2.5 billion and record earnings per share.
Donaldson is a member of the S&P MidCap 400 and Russell 1000 indices, whose shares trade on the NYSE under the symbol DCI. Additional information is available at www.Donaldson.com.
Contact:
Jim Shaw
Chief Financial Officer
Donaldson Company, Inc.
952.887.3816