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): May 29, 2015
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
1-7891 |
41-0222640 |
(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
Registrants 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 8.01. Other Events and Regulation FD Disclosure
On May 29, 2015, Donaldson Company, Inc. (the “Company”) announced that the Company’s Board of Directors has increased the Company’s common stock cash dividend to 17 cents per share, payable July 2, 2015 to shareholders of record as of June 16, 2015. The current declaration is the 239th consecutive quarterly cash dividend paid by Donaldson over a time span of 59 years.
In addition, the Company’s Board of Directors authorized the repurchase of up to 14 million shares of its common stock. The new repurchase authorization replaces the existing authority that was approved in September 2013.
A copy of the press release that discusses these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
(d) Exhibits.
99.1 |
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Press Release, dated May 29, 2015, issued by Donaldson Company, Inc. |
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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: May 29, 2015
DONALDSON COMPANY, INC. | |||
By: |
/s/ Amy C. Becker | ||
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Name: |
Amy C. Becker |
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Title: |
Vice President, General Counsel and Secretary |
Exhibit No. |
Description |
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99.1 |
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Press Release dated May 29, 2015 issued by Donaldson Company, Inc. |
Exhibit 99.1
FOR IMMEDIATE RELEASE Friday, May 29, 2015 |
For more information, contact: Brad Pogalz (952) 887-3753 |
DONALDSON INCREASES QUARTERLY DIVIDEND AND
AUTHORIZES NEW SHARE REPURCHASE PROGRAM
Quarterly cash dividend increase of 3 percent to 17 cents per share
Share repurchase authorization of approximately 10% of outstanding shares
MINNEAPOLIS (May 29, 2015) — Donaldson Company, Inc. (NYSE: DCI) today announced that its Board of Directors approved an increase to its quarterly cash dividend and authorized a new share repurchase program.
“Our priorities for capital deployment, including investing in support of our Strategic Growth Plan while also returning cash to our Shareholders through dividends and share repurchase, remain critical to our success over time,” said Tod Carpenter, Donaldson’s CEO. “I am confident that maintaining consistency in our approach to capital deployment creates long-term value for our Shareholders.”
Donaldson’s Board of Directors declared a quarterly cash dividend of 17 cents per share, an increase of 3 percent from the previous quarterly cash dividend of 16.5 cents. The dividend is payable July 2, 2015, to Shareholders of record as of June 16, 2015. The current declaration is the 239th consecutive quarterly cash dividend paid by the Company over a time span of 59 years.
Concurrent with the increase to its quarterly dividend, Donaldson is also increasing the top-end of its targeted payout ratio to 45 percent from 40 percent. The Company now expects its long-term dividend payout will be between 35 percent and 45 percent of the average of its three-year trailing earnings per share.
Additionally, Donaldson’s Board of Directors authorized the repurchase of up to 14 million shares of its common stock, or approximately 10 percent of its outstanding shares. The new repurchase authorization replaces the existing authority that was approved in September 2013. Through the third quarter of fiscal 2015, the Company has repurchased approximately 11.6 million shares under the prior authorization of 15 million shares. Over the past 25 years, Donaldson has, on average, reduced its outstanding shares by approximately 2.1 percent annually.
About Donaldson Company
Founded 100 years ago, Donaldson (NYSE: DCI) is a global leader in the filtration industry. The Company’s innovative filtration technologies improve people’s lives, enhance Customers’ equipment performance, and protect the environment. More than 12,500 employees support Customers at 140 sales, manufacturing, and distribution locations. For more information, visit www.Donaldson.com.
Donaldson Company, Inc.
May 29, 2015
Page 2
Miscellaneous
The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) and is making this cautionary statement in connection with such safe harbor legislation. This announcement contains forward-looking statements, including, without limitation, forecasts, plans, trends, and projections relating to our business and financial performance and global economic conditions, which involve uncertainties that could materially impact results. All statements other than statements of historical fact are forward-looking statements. These statements do not guarantee future performance.
The Company wishes to caution investors that any forward-looking statements are subject to uncertainties and other risk factors that could cause actual results to differ materially from such statements, including but not limited to risks associated with: world economic factors and the ongoing economic uncertainty, the reduced demand for hard disk drive products with the increased use of flash memory, currency fluctuations, commodity prices, political factors, the Company’s international operations, highly competitive markets, governmental laws and regulations, including the impact of the various economic stimulus and financial reform measures, the implementation of our new information technology systems, information security and data breaches, potential global events resulting in market instability including financial bailouts and defaults of sovereign nations, military and terrorist activities, including political unrest in the Middle East and Ukraine, health outbreaks, natural disasters, and all of the other risk factors included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements.
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