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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): September 22, 2023
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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(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 22, 2023, Donaldson Company, Inc. (the “Company”) filed a Certificate of Elimination of Series A Junior Participating Preferred Stock with the Delaware Secretary of State, which, effective upon filing, eliminated all matters set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed in 2006 in connection with a rights agreement, which agreement expired in 2016 with no shares of Series A Junior Participating Preferred Stock outstanding. At the same time, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) solely to restate and integrate prior amendments, and not to further amend, the Company’s Restated Certificate of Incorporation, as amended. The Certificate of Elimination is filed herewith as Exhibit 3-A.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover page interactive data file (formatted as inline XBRL).
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: |
September 28, 2023 |
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By: |
/s/ Amy C. Becker |
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Amy C. Becker
Chief Legal Officer and Corporate Secretary |
EX-3.A
2
exhibit3-acertificateofeli.htm
EX-3.A
Document
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
DONALDSON COMPANY, INC.
____________________________________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
____________________________________
Donaldson Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Restated Certificate of Incorporation of the Corporation, as heretofore amended, the Board of Directors of the Corporation, by resolution duly adopted, authorized the issuance of a series of 120,000 shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Corporation (the “Series A Junior Participating Preferred”), and established the voting powers, preferences and relative, participating, optional and other special rights thereof, and, on March 3, 2006, filed a Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) in the office of the Secretary of State of the State of Delaware.
2. That no shares of said Series A Junior Participating Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.
3. That the Board of Directors of the Corporation has adopted the following resolution:
RESOLVED, that whereas no shares of Series A Junior Participating Preferred Stock have been issued or will be issued subject to the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock previously filed with the Delaware Secretary of State with respect to the Series A Junior Participating Preferred Stock, the Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer or any Vice President of the Corporation be, and each of them hereby is, authorized, as provided in Section 151(g) of the Delaware General Corporation Law, to execute, acknowledge, file and record with the Delaware Secretary of State, in accordance with Section 103 of the Delaware General Corporation Law, a certificate eliminating from the Corporation’s Restated Certificate of Incorporation, as heretofore amended, all matters set forth in the Corporation’s Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, thereby eliminating the designation of any Preferred Stock of the Corporation as Series A Junior Participating Preferred Stock.
4. That, accordingly, all matters set forth in the Certificate of Designation with respect to such Series A Junior Participating Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as heretofore amended, of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer on this 25th day of September, 2023.
DONALDSON COMPANY, INC.
By: /s/ Amy C. Becker
Name: Amy C. Becker
Office: Chief Legal Officer and Corporate Secretary
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