<PAGE> 1
[NORDSON LOGO]
NORDSON CORPORATION
NOTICE OF 1994
ANNUAL MEETING
AND PROXY STATEMENT
<PAGE> 2
[NORDSON LOGO]
Eric T. Nord
Chairman of the Board
William P. Madar
President and Chief
Executive Officer
January 28, 1994
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at The Stocker Center, 1005 North Abbe Road, Elyria, Ohio, at 5:30 p.m. on
March 10, 1994. We hope that you will be able to attend.
The Notice of Annual Meeting of Shareholders and the Proxy Statement, which are
included in this booklet, describe the matters to be acted upon at the meeting.
Regardless of the number of shares you own, your vote on these matters is
important. Whether or not you plan to attend the meeting, we urge you to mark
your choices on the enclosed proxy card and to sign and return it in the
envelope provided. If you later decide to vote in person at the meeting, you
will have an opportunity to revoke your proxy and vote by ballot.
We look forward to seeing you at the meeting.
Sincerely,
ERIC T. NORD, WILLIAM P. MADAR,
Chairman of the Board President and Chief
Executive Officer
<PAGE> 3
NORDSON CORPORATION
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of Nordson Corporation will be held at The
Stocker Center, 1005 North Abbe Road, Elyria, Ohio, at 5:30 p.m. on March 10,
1994. The purposes of the meeting are:
1. To elect three directors to the class whose term expires in 1997.
2. To hear reports and to transact any other business that may properly come
before the meeting.
Shareholders of record at the close of business on January 10, 1994 are entitled
to notice of and to vote at the meeting.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 28, 1994
<PAGE> 4
NORDSON CORPORATION
PROXY STATEMENT
The Board of Directors of Nordson Corporation requests your proxy for use at the
Annual Meeting of Shareholders to be held on March 10, 1994, and at any
adjournments of that meeting. This Proxy Statement is to inform you about the
matters to be acted upon at the meeting.
If you attend the meeting, you can vote your shares by ballot. If you do not
attend, your shares can still be voted at the meeting if you sign and return the
enclosed proxy card. Shares represented by a properly signed card will be voted
in accordance with the choices marked on the card. If no choices are marked, the
shares will be voted to elect the nominees listed on page 2. You may revoke your
proxy before it is voted by giving notice to Nordson in writing or orally at the
meeting.
This Proxy Statement and the enclosed proxy cards are being mailed to
shareholders on or about January 28, 1994. Nordson's executive offices are
located at 28601 Clemens Road, Westlake, Ohio 44145. Its telephone number is
(216) 892-1580.
ELECTION OF DIRECTORS
Nordson's Board of Directors is composed of nine directors, three of whom are
elected each year. Each of the directors serves for a term of three years and
until a successor is elected. The Board met four times during the last fiscal
year.
Nominees for election as directors with terms expiring in 1997, as well as
present directors whose terms will continue after the meeting, appear below.
1
<PAGE> 5
NOMINEES FOR TERMS EXPIRING IN 1997
WILLIAM P. MADAR, age 54, has been a director of Nordson since 1985. He has
served as President and Chief Executive Officer of Nordson since February 1986
and Treasurer from 1986 to 1989. Mr. Madar is a director of National City Bank,
a national banking association, Brush Wellman, Inc., a producer and supplier of
beryllium and related products, specialty metal systems, and precious metal
products, and The Lubrizol Corporation, a manufacturer of specialty chemicals.
WILLIAM W. COLVILLE, age 59, has been a director of Nordson since 1988. He has
been Senior Vice President-Law and General Counsel of Owens-Corning Fiberglas
Corporation since 1984. Owens-Corning manufactures glass fiber products and
related materials.
EVAN W. NORD, age 74, has been a director of Nordson since 1942. He was Vice
President and Treasurer of Nordson for more than five years prior to his
retirement in 1978. Evan Nord is Eric Nord's brother.
PRESENT DIRECTORS WHOSE TERMS EXPIRE
IN 1996
DR. GLENN R. BROWN, age 63, has been a director of Nordson since 1986. He is a
retired Senior Vice President and Director of The Standard Oil Company (now BP
America, Inc.). He served as Vice Provost for Corporate Research and Technology
Transfer of Case Western Reserve University from January 1991 to July 1993 and
Dean of the Colleges of Case Western Reserve University from August 1987 to
January 1991. He is a director of Ferro Corporation, a producer of industrial
specialty materials.
DR. ANNE O. KRUEGER, age 59, has been a director of Nordson since 1990. She has
been a Professor of Economics at Stanford University since July 1993 and an Arts
and Sciences Professor of Economics of Duke
2
<PAGE> 6
University from January 1987 to June 1993. She is a director of Western Digital
Corporation, an international supplier of large scale integrated chips and
board-level subsystems and systems.
ERIC T. NORD, age 76, has been a director of Nordson since 1941. He has served
as Chairman of the Board of Nordson for more than five years. Eric Nord is Evan
Nord's brother.
PRESENT DIRECTORS WHOSE TERMS EXPIRE
IN 1995
WILLIAM D. GINN, age 70, has been a director of Nordson since 1959. Mr. Ginn has
been Of Counsel to Thompson, Hine and Flory, a law firm, since January 1993.
Prior to that time he was a Partner with Thompson, Hine and Flory for more than
five years. He is a director of the Davey Tree Expert Company, a tree and lawn
care company. Thompson, Hine and Flory has in the past provided and continues to
provide legal services to Nordson.
STEPHEN R. HARDIS, age 58, has been a director of Nordson since 1984. He has
served as Vice Chairman and Chief Financial and Administrative Officer of Eaton
Corporation since April 1986. Eaton produces automation systems and equipment,
capital and consumer goods components, aerospace and defense systems, and
automotive components. Mr. Hardis is a director of Eaton, Society Corporation, a
bank holding company, Society National Bank, a national bank association, The
Progressive Corporation, an insurance holding company, and First Union Realty
Investment Trust, a real estate investment company.
DR. JACOB O. KAMM, age 75, has been a director of Nordson since 1959. He has
been an economic and financial consultant for more than five years. He is a
director of McDonald Money Market Fund, McDonald Tax Exempt Fund and McDonald
U.S. Government Money Market Fund.
3
<PAGE> 7
COMMITTEES OF THE BOARD OF DIRECTORS;
ATTENDANCE
The present members of the Audit Committee are Messrs. Ginn and Evan Nord and
Drs. Brown, Kamm and Krueger. The Audit Committee reviews the proposed audit
programs (including both independent and internal audits) for each fiscal year,
the results of these audits, and the adequacy of Nordson's systems of internal
control. The Committee also recommends to the Board of Directors the appointment
of the independent auditors for each fiscal year. The Audit Committee met two
times during the last fiscal year.
The present members of the Compensation Committee are Messrs. Colville, Hardis,
Eric Nord and Dr. Krueger. The Compensation Committee recommends to the Board of
Directors the salary and other compensation of Nordson's President and Chief
Executive Officer, approves salary increases for other executive officers,
supervises the administration of Nordson's 1993 Long-Term Performance Plan (the
"Performance Plan"), Management Incentive Compensation Plan, Excess Defined
Benefit Pension Plan, Excess Defined Contribution Retirement Plan, and other
pension and retirement plans. The Compensation Committee met three times during
the last fiscal year.
The present members of the Nominating Committee are Messrs. Hardis, Madar, Eric
Nord and Dr. Brown, with Mr. Madar being a nonvoting member. The Nominating
Committee screens and nominates candidates for election as directors and
recommends committee members for appointment by the Board of Directors. A
shareholder who wishes to suggest a director candidate for consideration by the
Nominating Committee should send a resume of the candidate's business experience
and background to Mr. Madar at Nordson. The Nominating Committee met once during
the last fiscal year.
4
<PAGE> 8
During the last fiscal year, each director attended at least 75% of the meetings
of the Board of Directors and of the committees on which he or she served.
COMPENSATION OF DIRECTORS
Nordson pays directors who are not employees a fee of $3,750 per quarter, $1,000
for each Board meeting attended and, unless the committee meeting is held on the
same day as a Board meeting, $1,000 for each committee meeting attended with an
additional $350 for committee chairmen.
Directors may defer all or part of their fees until retirement under the
Performance Plan. The fees may be deferred as cash and credited with interest at
a U.S. Treasury rate, or they may be translated into stock equivalents based on
the market price of Nordson Common Shares when the fees are earned and credited
with additional stock equivalents when dividends are paid.
Each non-employee director was granted a Director Option under the Performance
Plan on March 10, 1992. Any new non-employee director will be granted a Director
Option at the time of appointment or election. Such directors who continue in
office will receive an additional Director Option five years after the previous
Director Option was granted.
5
<PAGE> 9
OWNERSHIP OF NORDSON COMMON SHARES
The following table shows the number and percent of Nordson Common Shares
beneficially owned on January 10, 1994 by each of the directors, each of the
executive officers named in the Summary Compensation Table set forth on page 13,
and by all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of
Name Shares (1) Percent
- ---------------------------- ---------- -------
<S> <C> <C>
Dr. Glenn R. Brown 7,323 0.0%
William W. Colville 6,120 0.0%
William D. Ginn (2)(3)(4) 779,883 4.2%
Stephen R. Hardis 22,663 0.1%
Dr. Jacob O. Kamm 103,937 0.6%
Dr. Anne O. Krueger 2,407 0.0%
William P. Madar (5) 425,683 2.2%
Evan W. Nord (3)(6) 2,901,296 15.5%
Eric T. Nord (3)(4)(6) 2,478,735 13.2%
Edward P. Campbell(7) 68,687 0.4%
John E. Jackson(7) 89,074 0.5%
Werner Bohm(7) 43,516 0.2%
Yoshihiko Miyahara(7) 24,652 0.1%
20 directors and executive 7,352,644 38.1%
officers as a group (8)
</TABLE>
- ---------------
(1) Except as otherwise stated in notes (2) through (8) below, beneficial
ownership of the shares held by each of the directors, executive officers
and nominees consists of sole voting power and sole investment power, or of
voting power and investment power that is shared with the spouse of the
nominee or director. Beneficial ownership of the shares held by the
non-employee directors includes the right to acquire 437 shares on or before
March 10, 1994 under the Director Option provisions of the Performance Plan,
as well as the
6
<PAGE> 10
right to acquire the following number of shares under the Directors Deferred
Compensation provisions of the Performance Plan: Dr. Brown, 5,436 shares;
Mr. Colville, 3,783 shares; Mr. Hardis, 10,226 shares; Dr. Krueger, 1,970
shares; and Eric Nord, 6,119 shares.
(2) These include 208,664 shares held by Mr. Ginn as trustee of various trusts
for the children of Eric Nord and Evan Nord.
(3) These include 366,058 shares held by The Nord Family Foundation. As trustees
of this foundation, Eric Nord, Evan Nord and Mr. Ginn have shared voting
power and shared investment power with respect to these shares.
(4) These include 20,000 shares held by the Eric and Jane Nord Foundation. As
trustees of this foundation, Eric Nord and Mr. Ginn have shared voting power
and shared investment power with respect to these shares.
(5) These include the right to acquire 194,795 shares on or before March 10,
1994. The other 230,888 shares owned beneficially by Mr. Madar include
15,000 shares with respect to which Mr. Madar has only sole voting power.
(6) These include 1,002,780 shares held by Eric Nord and Evan Nord as
testamentary trustees under the will of Walter G. Nord, the founder of
Nordson. Eric Nord and Evan Nord have shared voting power and shared
investment power with respect to these shares.
(7) These include the right to acquire shares on or before March 10, 1994 in
amounts as follows: Mr. Campbell, 65,600 shares; Mr. Jackson, 66,600 shares;
Mr. Bohm, 11,000 shares; and Mr. Miyahara, 7,125 shares.
(8) These include the shares held by The Nord Family Foundation. Beneficial
ownership of the shares held by each of the directors and officers as a
7
<PAGE> 11
group consists of sole voting power with respect to 15,000 shares, sole
voting and sole investment power with respect to 3,361,719 shares, shared
voting power and shared investment power with respect to 3,386,345 shares,
and the right to acquire 589,580 shares on or before March 10, 1994.
As of October 31, 1993, present and former directors, officers, and employees of
Nordson and their families owned over 11 million Nordson Common Shares,
representing more than 60% of the outstanding shares. Nordson is party to an
agreement that, with some exceptions, gives Nordson a right of first refusal
with respect to proposed sales of Nordson Common Shares by Evan Nord and Eric
Nord, individually or as testamentary trustees, Mr. Ginn, as trustee, and The
Nord Family Foundation.
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors, each
member of which is a non-employee director, is responsible for approving
executive management compensation and for administering the incentive and equity
participation plans which make up the variable compensation paid to executive
officers ("Officers"). The Committee also administers employee stock plans and
certain other benefit plans.
The Committee and the Board believe that the executive management compensation
program should support the goals and objectives of the Company. These goals and
objectives should balance the importance of annual financial performance with
the equally important creation and protection of long-term fundamentals which
support long-term growth and profitability.
8
<PAGE> 12
Nordson's executive management compensation program:
-- establishes compensation performance objectives that are directly linked to
corporate goals;
-- provides a high degree of leverage between compensation and corporate
performance;
-- creates long-term incentives directly linked to shareholder returns; and
-- is designed to attract, retain and motivate key executives.
Total Cash Compensation
Nordson's corporate goal is to double the value of the Company over a five-year
period, with the primary value set by the market for Company shares. Two annual
performance objectives to support the achievement of this goal have been
established: 1) an annual return on average invested capital of 16%; and 2)
earnings per share growth of 15% per year.
The Committee believes that consistent achievement of these two objectives will
lead to doubling the value of the Company over a five-year period. The Officer
cash compensation program, which consists of a fixed annual base salary plus an
annual cash bonus, is designed to link directly to the achievement of these two
annual performance objectives.
In establishing the Officer cash compensation levels, the Committee uses a peer
group of approximately 250 manufacturing companies having similar sales volume
and/or market value. This is a changing group of companies, with which Nordson
would compete for Nordson executive talent or be a source from which future
executives might be recruited.
The Officer cash compensation program is designed such that if Nordson's
financial performance is equal to the median financial performance of the peer
group of companies, each Officer's total cash compensation will
9
<PAGE> 13
be less than the median compensation for similar positions in the peer group. As
Nordson performance increases above the median for the peer group, Officer total
cash compensation will increase correspondingly such that the percentile ranking
of each Officer's total cash compensation will correlate with the percentile
ranking of Nordson performance.
Base Salary
Officers' base salaries are targeted at the 50th percentile salary for similar
positions within the peer group of companies. The Committee reviews the
competitiveness of Officers' base salaries annually and if appropriate, salaries
are changed based upon individual performance, competitive position and salary
practices of the peer group companies.
Mr. Madar's base salary for fiscal year 1993 was established according to the
provisions of the employment agreement with Mr. Madar dated January 30, 1986.
See the discussion under the heading "Agreements with Officers", beginning on
page 23.
Annual Cash Bonus
The bonus portion of cash compensation is paid pursuant to the Management
Incentive Compensation Plan and is highly leveraged to achievement of the two
corporate performance objectives.
Seventy percent of the cash bonus eligibility is based on the return on average
invested capital component of the plan, with a bonus being paid if Nordson's
annual return is at least 8%, and attaining its maximum when the return reaches
20%. The remaining 30% of the cash bonus eligibility is based on the earnings
per share component, with a bonus being paid if Nordson's earnings per share
growth is positive, and attaining its maximum when growth reaches 30%.
Nordson achieved a 1993 return on average invested capital of 19% which exceeded
the corporate objective
10
<PAGE> 14
of 16%. Earnings per share growth was 5% as compared to the 15% goal. Since
performance exceeded the threshold payment level, Mr. Madar and the other
Officers were paid bonuses based upon the factors described above.
Stock Options
The Committee believes that through the use of stock options, Officer interests
are directly tied with those of the Company's shareholders.
Officers are issued stock option grants annually with an exercise price equal to
the fair market value of the shares on the date of grant. These options are not
fully exercisable until four years following the date of grant and expire in ten
years, to reinforce a long-term perspective and to help retain key executives.
The intent is to provide stock option grants competitive with those offered to
similar positions within the peer group of companies.
In 1993, Mr. Madar received a stock option grant of 50,000 shares in conjunction
with the amendment to his employment agreement, with an exercise price equal to
the fair market value on the day of grant and fully exercisable 60 days
following that date. The option grant has a ten-year life. (See "Agreements with
Officers," beginning on page 23.)
Deduction Limitation on Executive Compensation
The recently enacted Revenue Reconciliation Act of 1993 precludes a
publicly-held corporation from taking a deduction for certain compensation in
excess of $1 million paid or accrued with respect to the Officers. As proposed,
the provisions of this act will be effective for the Company's tax year
beginning October 31, 1994.
11
<PAGE> 15
The Committee intends to adopt a policy with respect to compensation paid to its
Officers for deductibility under these Federal income tax regulations.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
William W. Colville, Chairman
Stephen R. Hardis
Dr. Anne O. Krueger
Eric T. Nord
January 28, 1994
12
<PAGE> 16
SUMMARY COMPENSATION TABLE
The following table sets forth individual compensation information for the
fiscal year ended October 31, 1993, for William P. Madar, and the four other
most highly compensated executive officers whose total annual salary and bonus
for the fiscal year ended October 31, 1993 exceeded $100,000:
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------
Annual Compensation
-------------------------------------- Awards
Other --------------------------
Name Annual Restricted All Other
And Principal Salary Bonus Compensation Stock Awards Options/ Compensation
Position Year ($) ($) ($) ($) SARs (#) ($) (1)
- ------------------------------- ---- -------- -------- ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William P. Madar 1993 565,150 505,000 929,943(2) 0 50,000 101,028
President & 1992 536,705 516,954 1,560,000(3) 19,341
CEO 1991 510,725 497,000 757,500(3) 32,674
Edward P. Campbell 1993 214,000 155,500 0 0 16,000 35,810
Vice President 1992 195,000 188,000 0 14,000
1991 185,000 181,000 0 20,000
John E. Jackson 1993 214,000 155,500 0 0 16,000 35,913
Vice President 1992 195,000 188,000 0 14,000
1991 185,000 181,000 0 20,000
Werner Bohm 1993 200,000 145,000 72,229(4) 0 16,000 27,117
Vice President 1992 170,000 170,000 0 14,000
1991 149,154 152,000 0 16,000
Yoshihiko Miyahara (5) 1993 269,565 72,444 0 0 10,500 0
Vice President 1992 235,147 54,868 0 9,000
1991 207,407 49,259 0 12,800
</TABLE>
13
<PAGE> 17
- ---------------
(1) Includes in each case, employer matching and allocations made to Nordson
Corporation's Employee Savings Trust Plan and Supplemental Plan, and
Nordson's Employee Stock Ownership Plan and Supplemental Plan, as follows:
Mr. Madar, $47,288 and $53,740; Mr. Campbell, $17,244 and $18,566; Mr.
Jackson, $17,244 and $18,669; and Mr. Bohm, $10,818 and $16,299,
respectively.
(2) Represents a tax gross-up payment associated with restricted stock, granted
under the employment agreement with Mr. Madar dated January 30, 1986, which
is a direct function of the appreciation in Nordson share price.
(3) Amount shown for Mr. Madar represents the dollar value on the date of grant
of 30,000 shares of restricted stock awarded during each 1991 and 1992
fiscal year under his January 1986 agreement prior to Amendment. (See
"Agreements with Officers," beginning on page 23.) The aggregate number and
value of restricted shares valued as of the last day of the fiscal year are
15,000 shares and $802,500, respectively. The restricted shares of stock
issued to Mr. Madar vest solely on the basis of the lapse of time, 15,000
shares after one year and the remaining 15,000 shares after two years.
Regular dividends are paid on all of the restricted shares.
(4) Represents a tax equalization payment associated with an expatriate
assignment.
(5) Mr. Miyahara's salary and bonus are stated in U.S. Dollars and reflect the
average annual Japanese Yen exchange rate in effect during each of the
fiscal years noted.
14
<PAGE> 18
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding individual grants of stock
options/SARs made during the fiscal year ended October 31, 1993 to each
executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (1) (2) FISCAL YEAR ($/SHARE) DATE ($) (3)
- ------------------------------------- --------------- ------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
William P. Madar 50,000 16.6% 43.50 03/10/2003 950,000
Edward P. Campbell 16,000 5.3% 47.00 11/02/2002 340,960
John E. Jackson 16,000 5.3% 47.00 11/02/2002 340,960
Werner Bohm 16,000 5.3% 47.00 11/02/2002 340,960
Yoshihiko Miyahara 10,500 3.5% 47.00 11/02/2002 223,755
</TABLE>
- ---------------
(1) The options for Mr. Madar become exercisable 60 days after grant. All
remaining options become exercisable beginning one year after grant date at
25% per year on a cumulative basis. The exercise prices were equal to the
fair market value on the date of grant. The exercise price and tax
withholding obligations related to the exercise may be paid by cash,
delivery of already owned shares, or by offset of the underlying shares, or
any combination thereof.
15
<PAGE> 19
(2) No stock appreciation rights ("SARs") were granted to any employee other
than stock appreciation rights ("Limited Rights") that become exercisable
only upon the occurrence of a change in control of Nordson.
(3) These values were calculated using a Black-Scholes option pricing model. The
Black-Scholes model is a complicated mathematical formula which is widely
used and accepted for valuing traded stock options. The actual value, if
any, an executive may realize will depend on the excess of the stock price
over the exercise price on the date the options are exercised, and no
assurance exists that the value realized by an executive will be at or near
the value estimated by the Black-Scholes model. The following assumptions
were used in the calculations:
(a) Exercise at any time;
(b) Volatility factor: 30.7%;
(c) Assumed risk-free rate of interest: 5.1%;
(d) Dividend of $.12 per share per quarter; and
(e) No reduction in the value calculated has been made for possible
forfeitures.
16
<PAGE> 20
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information regarding each exercise of stock
options/SARs during the fiscal year ended October 31, 1993, by each executive
officer named in the Summary Compensation Table, and the value of unexercised
stock options/SARs held by each executive officer named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS/SARS AT OPTIONS/SARS AT
SECURITIES FY-END (#) FY-END($)
UNDERLYING VALUE
OPTIONS/SARS REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISED ($)(1) UNEXERCISABLE UNEXERCISABLE(2)
- ------------------------------------- ------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
William P. Madar 15,268 531,784 173,994/ 4,385,888/
38,639 697,695
Edward P. Campbell 0 0 49,900/ 1,510,400/
39,700 644,200
John E. Jackson 0 0 50,900/ 1,645,650/
39,700 644,200
Werner Bohm 27,200 619,200 3,900/ 49,400/
37,300 565,800
Yoshihiko Miyahara 3,684 107,019 11,983/ 305,447/
26,518 439,533
</TABLE>
17
<PAGE> 21
- ---------------
(1) Represents the difference between the option exercise price and the last
sales price of a common share on the NASDAQ National Market System on the
date prior to exercise.
(2) Based on the last sales price of the common shares of $53.50 on the NASDAQ
National Market System on October 29, 1993. The ultimate realization of
profit on the sale of the common shares underlying such options is dependent
upon the market price of such shares on the date of sale.
18
<PAGE> 22
SALARIED EMPLOYEES' PENSION PLAN
Benefits under the U.S. Salaried Employees' Pension Plan are based on average
annual compensation (salaries, commissions, and incentive bonuses) for the
highest five years during the last 10 years of employment prior to retirement.
The following table shows the annual benefit payable under the Plan at age 65.
<TABLE>
<CAPTION>
Final
Average Years of Benefit Service
Annual --------------------------------------------------------------------------------
Compensation 10 15 20 25 30
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 13,820 $ 20,732 $ 27,640 $ 34,522 $ 41,464
200,000 32,151 48,232 64,303 80,383 96,464
300,000 50,483 75,732 100,966 126,215 151,464
500,000 87,146 130,732 174,292 217,878 261,464
800,000 142,140 213,232 284,281 355,372 426,464
1,100,000 197,135 295,732 394,270 492,867 591,464
1,400,000 252,129 378,232 504,259 630,361 756,464
1,700,000 307,124 460,732 614,248 767,856 921,464
1,900,000 343,787 515,732 687,574 859,519 1,031,464
2,100,000 380,450 570,732 760,900 951,182 1,141,464
2,200,000 398,781 598,232 797,563 997,013 1,196,464
2,300,000 417,113 625,732 834,226 1,042,845 1,251,464
2,400,000 435,444 653,232 870,889 1,088,676 1,306,464
</TABLE>
The amounts shown in the table represent the annual benefit (after reduction for
Social Security payments) payable to an employee for life. Certain surviving
spouse benefits are also available under the Plan, as well as early retirement
benefits. The table has been prepared without regard to benefit limitations
imposed by the Internal Revenue Code. The years of benefit service credited
under the Plan as of October 31, 1993 for the executive officers named in the
Summary Compensation Table who participate in the Plan are as follows: Mr.
Madar-7 years; Mr. Campbell - 5 years; Mr. Jackson - 7 years; and Mr. Bohm - 16
years. Mr. Miyahara is not included in the pension plan described above but is
covered by a pension arrangement that is specific to Nordson K.K., the Japanese
subsidiary.
19
<PAGE> 23
EXCESS DEFINED BENEFIT PENSION PLAN AND
EXCESS DEFINED CONTRIBUTION RETIREMENT PLAN
The Internal Revenue Code limits the benefits provided under the Salaried
Employees' Pension Plan, the amount that an employee can contribute to the
Employees' Savings Trust Plan, and the amount that Nordson can contribute on
behalf of an employee under the Employees' Savings Trust Plan and the Employee
Stock Ownership Plan.
The Excess Defined Benefit Pension Plan provides for the payment, out of
Nordson's general funds, of the amount by which certain participants' benefits
under the Salaried Employees' Pension Plan would exceed the limitations
applicable to that Plan. The terms of payment under the Excess Defined Benefit
Pension Plan are the same as those under the Salaried Employees' Pension Plan.
The table on page 19, which does not reflect benefit limitations imposed by the
Internal Revenue Code, shows the aggregate annual pension benefits payable under
both the Salaried Employees' Pension Plan and the Excess Defined Benefit Pension
Plan.
The Excess Defined Contribution Retirement Plan provides for the payment, out of
Nordson's general funds, of the amount by which the participant's contributions
under the Employees' Savings Trust Plan and Nordson's contributions to the
Employees' Savings Trust Plan and the Employee Stock Ownership Plan would exceed
the limitations applicable to those Plans. Salaried employees who are designated
by the Compensation Committee and who participate in the Employees' Savings
Trust Plan or the Employee Stock Ownership Plan are eligible to participate in
the Excess Defined Contribution Retirement Plan. Payments under the Excess
Defined Contribution Retirement Plan may be made either in lump sum or in
monthly installments over a two-year period. The Compensation Committee ad-
20
<PAGE> 24
ministers the Excess Defined Contribution Retirement Plan.
Benefits under the Excess Defined Contribution Retirement Plan resulting from
the Internal Revenue Code limitations applicable to the Employees' Savings Trust
Plan will be paid in cash, and benefits resulting from the Internal Revenue Code
limitations applicable to the Employee Stock Ownership Plan will be paid in
Nordson Common Shares. The amount to be paid in Nordson Common Shares is based
on the benefits that participating employees would have received under the
Employee Stock Ownership Plan if the Internal Revenue Code Limitations
applicable to that plan had not been in effect.
The portions of Nordson's contributions under the Excess Defined Contribution
Retirement Plan allocated to the accounts of the executive officers named in the
compensation table except Mr. Miyahara, who does not participate in the plan,
and to all current executive officers as a group during the fiscal year ended
October 31, 1993 are as follows: Mr. Madar - $42,924 and 862 shares; Mr.
Campbell - $12,880 and 221 shares; Mr. Jackson - $12,880 and 221 shares; Mr.
Bohm - $9,818 and 176 shares; and all current executive officers as a group -
$121,317 and 2,073 shares.
PERFORMANCE GRAPH
The following is a graph which compares the five year cumulative return from
investing $100 on October 31, 1988 in each of Nordson Corporation common stock,
the S&P 500 Index of companies and the S&P Capital Goods Index of companies,
with dividends assumed to be reinvested when received. The S&P Capital Goods
Index is an index published by Standard & Poor's Corporation which tracks 101
companies in the S&P 500 Index that have been categorized as capital goods
companies. Being a capital goods producer, the Company selected the S&P Capital
Goods Index as a useful
21
<PAGE> 25
tool for investors to compare Nordson's share price performance to the
performance of a broad group of companies operating in similar businesses.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG NORDSON CORPORATION, S&P 500 INDEX AND
S&P CAPITAL GOODS INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P CAPITAL
(FISCAL YEAR COVERED) NORDSON CORP. S&P 500 INDEX GOODS INDEX
<S> <C> <C> <C>
1988 100 100 100
1989 120 127 110
1990 89 117 95
1991 195 156 120
1992 218 172 120
1993 251 197 130
</TABLE>
* Assumes $100 invested on October 31, 1988 in Nordson Corporation, S&P 500
Index, and S&P Capital Goods Index. Total return assumes reinvestment of
dividends.
22
<PAGE> 26
AGREEMENTS WITH OFFICERS
In January 1986, Nordson entered into an employment agreement with Mr. Madar.
The agreement had an initial five-year term, and was extended automatically for
additional one-year terms unless terminated by either party upon certain
conditions. The agreement provided for an annual base salary of not less than
$360,000 for fiscal year 1986 with annual adjustments in accordance with a
formula tied to either the Consumer Price Index or an independent management
consultant survey. Under the agreement, Mr. Madar also participated in the
Management Incentive Compensation Plan. Mr. Madar's cash compensation for fiscal
year 1993 was established in accordance with this agreement.
The January 1986 agreement was amended in March 1993 and conformed the method
for determining Mr. Madar's cash compensation beginning in fiscal year 1994 to
that used to establish the cash compensation for the other executive officers.
As amended, the agreement provides for the continued employment of Mr. Madar
until terminated by either party upon certain conditions.
In conjunction with the amendment of the January 1986 agreement, Mr. Madar was
granted a stock option award of 50,000 shares. (See page 11.) The number of
options granted was determined by the Compensation Committee, taking into
consideration Mr. Madar's giving up the annual grant of 30,000 restricted shares
and an option for approximately 20,000 shares to which he was entitled under the
January 1986 agreement prior to amendment, and his eligibility for stock options
under the agreement as amended.
Under the amended agreement, Mr. Madar's annual cash compensation beginning
fiscal year 1994, which consists of an annual base salary and incentive
compensation under the Management Incentive Compensation Plan, is determined
annually by the
23
<PAGE> 27
Compensation Committee of the Board of Directors as described on pages 10 and
11. Mr. Madar is also eligible to receive grants of stock options during his
employment term, as well as benefits and perquisites generally provided by the
Company to its executive officers.
The amended agreement provides that Mr. Madar will receive a supplemental
pension benefit that, in effect, maintains the benefits he would have received
if he had remained with his former employer, and this benefit is essentially
unchanged from the unamended January 1986 agreement. The amount of the benefit
is equal to a percentage of his highest annual compensation (base salary and
incentive compensation) over the 36 consecutive month period producing the
highest average compensation reduced by the sum of the benefits payable under
the pension plans of Nordson and his former employer and one-half of his
estimated Social Security benefit. The percentage will be 56%, subject to
reduction if the total number of years of employment with Nordson and his former
employer is less than 35. (Mr. Madar had 20 and 2/3 years of employment with his
former employer). The benefit will also be reduced by 5% per year for retirement
before age 60. The benefit may, at Mr. Madar's election, be paid in a lump sum
or in any other form permitted under the Salaried Employees' Pension Plan. Mr.
Madar is, under some circumstances, entitled to the continuation of certain
compensation and benefits upon the termination of his employment or because of
his death or disability.
Nordson has also agreed to provide Mr. Jackson with a supplemental pension
benefit in order to restore the benefits he would have received if he had
remained with his former employer. This benefit is calculated on the same basis
as Mr. Madar's supplemental pension benefit. Mr. Jackson had 14 years of
employment with his former employer.
24
<PAGE> 28
Nordson has also agreed to provide Mr. Campbell with a supplemental pension
benefit in order to restore some of the benefits he would have received if he
had remained with his former employer. Mr. Campbell's supplemental pension
benefit will equal the amount by which his pension benefit under the Salaried
Employees' Pension Plan would be increased if his prior service with his former
employer were recognized under the plan. His highest average annual compensation
and reduction in benefit if he retires before age 65 will be calculated on the
same basis as under Mr. Madar's and Mr. Jackson's supplemental pension benefits.
Mr. Campbell's amount of benefit will also be reduced by the benefits payable
under his former employer's pension plan. Mr. Campbell had 11 years of
employment with his former employer.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Eric Nord, who serves on the Compensation Committee, was formerly President and
Chief Executive Officer of the Company.
INDEPENDENT AUDITORS
Ernst & Young has been appointed as Nordson's independent auditors for the
fiscal year ending October 30, 1994. Ernst & Young or a predecessor has served
as Nordson's independent auditors since 1935. A representative of Ernst & Young
is expected to be present at the meeting. The representative will be given an
opportunity to make a statement if desired and to respond to questions regarding
Ernst & Young's examination of Nordson's financial statements and records for
the fiscal year ended October 31, 1993.
25
<PAGE> 29
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on January 10, 1994 are entitled
to vote at the meeting. On that date, a total of 18,732,761 Nordson Common
Shares were outstanding. Each share is entitled to one vote.
Voting for directors will be cumulative if any shareholder gives notice in
writing to the President, a Vice President, or the Secretary of Nordson at least
48 hours before the time set for the meeting and an announcement of the notice
is made at the beginning of the meeting by the Chairman or the Secretary, or by
or on behalf of the shareholder giving the notice. If cumulative voting is in
effect, Nordson's shareholders will be entitled to cast, in the election of
directors, a number of votes equal to the product of the number of directors to
be elected multiplied by the number of shares that each shareholder is voting.
Nordson's shareholders may cast all of these votes for one nominee or distribute
them among several nominees, as they see fit. If cumulative voting is in effect,
shares represented by each properly signed proxy card will also be voted on a
cumulative basis, with the votes distributed among the nominees in accordance
with the judgment of the persons named in the proxy card.
Under Ohio law, directors are elected by the votes of shareholders exercising a
majority of the voting power of the corporation present at a meeting at which a
quorum is present, and proposals are adopted or approved by the vote of a
specified percentage of the voting power of the corporation. Abstentions and
broker non-votes are tabulated in determining the votes present at a meeting.
Consequently, an abstention or a broker non-vote has the same effect as a vote
against a proposal or a director nominee, as each abstention or broker non-vote
would be one less vote in favor of a proposal or for a director nominee.
26
<PAGE> 30
If any of the nominees listed on page 2 becomes unable or declines to serve as a
director, each properly signed proxy card will be voted for another person
recommended by the Board of Directors. However, the Board has no reason to
believe that this will occur.
The Board of Directors knows of no other matters that will be presented at the
meeting. However, if other matters do properly come before the meeting, the
persons named in the proxy card will vote on these matters in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal to be considered for inclusion
in next year's Proxy Statement should send the proposal to Nordson on or before
October 2, 1994. Nordson will bear the expense of preparing, printing, and
mailing this Notice and Proxy Statement. In addition to requesting proxies by
mail, officers and regular employees of Nordson may request proxies by telephone
or in person. Nordson will ask custodians, nominees, and fiduciaries to send
proxy material to beneficial owners in order to obtain voting instructions.
Nordson will, upon request, reimburse them for their reasonable expenses for
mailing the proxy material.
Nordson's Annual Report to Shareholders, including financial statements for the
fiscal year ended October 31, 1993, is being mailed to shareholders of record
with this Proxy Statement.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 28, 1994
27
<PAGE> 31
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN
YOUR PROXY
<PAGE> 32
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 10, 1994
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To: Wachovia Bank of North Carolina, N.A., as Trustee for the
Nordson Employees' Savings Trust Plan (the "Plan")
P
Pursuant to Article XI, Section 11.18 of the Plan, the
undersigned, as a Participant of the Plan, hereby directs the
Trustee to vote as designated below (in person or by proxy) the
undersigned's entire proportionate interest of Nordson Corporation
Common Shares held in the Nordson Stock Fund on the record date at
the Annual Meeting of Shareholders of NORDSON CORPORATION to be held
R on March 10, 1994, and at any adjournment, WILLIAM D. GINN, ERIC T.
NORD, and EVAN W. NORD, and each of them, with full power of
substitution and revocation, are hereby authorized to represent me
and vote all my shares on the following matters:
1. Election of three Directors.
O
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
</TABLE>
William P. Madar, William W. Colville, and Evan W. Nord.
X
(INSTRUCTION: In the space below, write the name of, or
otherwise designate, any nominee(s) as to whom
authority to vote is withheld.)
Y
--------------------------------------------------------------
2. Any other matter that may properly come before this meeting.
(Continued, and to be signed, on other side)
(Continued from other side)
Unless otherwise specified above, this Proxy will be voted FOR
the election as Directors of the nominees listed above.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. THE TRUSTEE SHALL
VOTE COMMON SHARES FOR WHICH IT DOES NOT RECEIVE INSTRUCTIONS IN THE
SAME PROPORTION AS THE COMMON SHARES FOR WHICH IT RECEIVED VOTING
INSTRUCTIONS.
Signed this day of ,
1994
---------------------------
---------------------------
(Participant sign here)
These confidential voting
instructions will be seen
only by authorized
personnel of the Trustee.
PLEASE DATE, SIGN, AND RETURN YOUR VOTING CARD PROMPTLY IN THE
ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE
<PAGE> 33
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 10, 1994
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To: Wachovia Bank of North Carolina, N.A., as Trustee for the
Nordson Hourly-Rated Employees' Savings Trust Plan (the "Plan")
P
Pursuant to Article XI, Section 11.18 of the Plan, the
undersigned, as a Participant of the Plan, hereby directs the
Trustee to vote as designated below (in person or by proxy) the
undersigned's entire proportionate interest of Nordson Corporation
Common Shares held in the Nordson Stock Fund on the record date at
R the Annual Meeting of Shareholders of NORDSON CORPORATION to be
held on March 10, 1994, and at any adjournment, WILLIAM D. GINN,
ERIC T. NORD, and EVAN W. NORD, and each of them, with full power
of substitution and revocation, are hereby authorized to represent
me and vote all my shares on the following matters:
O
1. Election of three Directors.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
</TABLE>
X
William P. Madar, William W. Colville, and Evan W. Nord.
(INSTRUCTION: In the space below, write the name of, or
otherwise designate, any nominee(s) as to whom
authority to vote is withheld.)
Y
--------------------------------------------------------------
2. Any other matter that may properly come before this meeting.
(Continued, and to be signed, on other side)
(Continued from other side)
Unless otherwise specified above, this Proxy will be voted FOR
the election as Directors of the nominees listed above.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. THE TRUSTEE SHALL
VOTE COMMON SHARES FOR WHICH IT DOES NOT RECEIVE INSTRUCTIONS IN THE
SAME PROPORTION AS THE COMMON SHARES FOR WHICH IT RECEIVED VOTING
INSTRUCTIONS.
Signed this day of ,
1994
---------------------------
---------------------------
(Participant sign here)
These confidential voting
instructions will be seen
only by authorized
personnel of the Trustee.
PLEASE DATE, SIGN, AND RETURN YOUR VOTING CARD PROMPTLY IN THE
ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE
