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): October 4, 2022
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-7891 | 41-0222640 |
| (State of Incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
1400 West 94th Street
Minneapolis, MN 55431
(Address of principal executive offices)
(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:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $5.00 par value | DCI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2022, Donaldson Company, Inc. (the “Company”) announced certain leadership changes as part of an organizational redesign. In connection with those changes, on October 3, 2022, Jeffrey E. Spethmann resigned as Senior Vice President, Industrial Products of Donaldson Company, Inc. (the “Company”), effective as of the close of business on October 7, 2022, and he will remain an employee until November 1, 2022 to assist with the transition of his responsibilities. In connection with Mr. Spethmann’s resignation, he has agreed not to solicit the Company’s employees for two years and executed a customary release of claims, for which the Company has agreed to pay Mr. Spethmann a lump sum of $465,000 and provide outplacement assistance of up to $15,000.
SIGNATURES
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.
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| | | DONALDSON COMPANY, INC. |
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| Date: | October 4, 2022 | | By: | /s/ Amy C. Becker |
| | | | | Amy C. Becker
Vice President, General Counsel and Secretary |
