Not independent
Tenure on this board
12.5 yrs
Also a director at
Ametek Inc (AME)
Meeting calendar
DCI · Annual meeting · Friday, November 20, 2026
Donaldson Co Inc
4 nominees · 3 ballot items.
Stockholders will vote on the election of four directors, advisory approval of named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2027.
Market cap
$10.4B
1Y TSR
+7.7%
Board grade
B
Record date
Sep 21, 2026
Filing
DEF 14A
Filed Oct 6, 2026 · DEF 14A
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect Tod E. Carpenter, Pilar Cruz, Richard B. Lewis, and Simon A. Meester to three-year terms expiring in 2029.
- 2
Non-Binding Advisory Vote on Executive Compensation
ManagementBoard: FORApprove, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
More detail
Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Donaldson’s Named Executive Officers as disclosed in the proxy statement. The resolution expressly covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures required by SEC rules. Management is seeking approval under Section 14A of the Securities Exchange Act, which requires a say-on-pay vote. The Company says its compensation program is intended to align executive pay with annual and long-term financial performance and stockholder value creation. The program emphasizes variable, performance-based compensation, including annual cash incentives, performance stock units, and stock options. Donaldson also uses a compensation peer group and market survey data, maintains high stock ownership requirements, and generally targets compensation around market median levels. The filing reports that the 2025 say-on-pay vote received nearly 94% support, which management views as confirmation of alignment with stockholder interests. Fiscal 2026 compensation was linked to measures including net sales, diluted EPS, return on investment, business-unit operating profit, and working capital days, while long-term awards used net sales growth and ROI. The Board recommends voting FOR because it believes the program attracts and retains leadership talent, motivates performance, and aligns executives with stockholders. Although advisory and non-binding, the vote will be considered by the Human Resources Committee and the Board in determining future compensation arrangements.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2027.
Director elections
Nominees on the ballot4
Independent
Tenure on this board
8.9 yrs
Not independent
Tenure on this board
0.6 yrs
Simon A. Meester
Independent
Tenure on this board
New nominee
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 6,523,217 | $586M |
| 2 | BlackRock, Inc. | 5.6% | 6,443,218 | $578M |
| 3 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 5.1% | 5,915,633 | $531M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,249,585 | $471M |
| 5 | STATE STREET CORP | 4.3% | 5,031,135 | $452M |
| 6 | BlackRock, Inc. | 3.3% | 3,844,008 | $345M |
| 7 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.8% | 3,226,984 | $290M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 2,662,022 | $239M |
| 9 | Pictet Asset Management Holding SA | 2.0% | 2,305,723 | $207M |
| 10 | FULLER & THALER ASSET MANAGEMENT, INC. | 2.0% | 2,298,083 | $206M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Donaldson Co Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Applied Industrial Technologies IncAIT
Annual meeting·Oct 20, 2026·$12.7B
Mercury Systems IncMRCY
Annual meeting·Oct 28, 2026·$5.0B
Standex International CorpSXI
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Atkore IncATKR
Special meeting·Oct 7, 2026·$3.2B
Cbiz IncCBZ
Special meeting·Oct 27, 2026·$3.0B
Kennametal IncKMT
Annual meeting·Oct 27, 2026·$2.5B
Reference
Frequently asked questions
- When is the Donaldson Co Inc 2026 annual meeting?
- Donaldson Co Inc (DCI) holds its 2026 annual shareholder meeting on Friday, November 20, 2026.
- What is the record date for the Donaldson Co Inc 2026 meeting?
- The record date for the Donaldson Co Inc 2026 meeting is Monday, September 21, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Donaldson Co Inc's 2026 meeting?
- The board is presenting 4 director nominees at the Donaldson Co Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Donaldson Co Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Donaldson Co Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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