<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
NORDSON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THOMAS L. MOORHEAD, VICE PRESIDENT, LAW AND ASSISTANT SECRETARY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
<PAGE> 2
NORDSON LOGO
NORDSON CORPORATION
NOTICE OF 1996
ANNUAL MEETING
AND PROXY STATEMENT
<PAGE> 3
NORDSON LOGO
Eric T. Nord
Chairman of the Board
William P. Madar
President and Chief
Executive Officer
January 29, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at The LCCC Conferencing Facility, 1005 North Abbe Road, Elyria, Ohio, at
5:30 p.m. on March 7, 1996. 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,
Chairman of the Board
WILLIAM P. MADAR,
President and Chief
Executive Officer
<PAGE> 4
NORDSON CORPORATION
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of Nordson Corporation will be held at The
LCCC Conferencing Facility, 1005 North Abbe Road, Elyria, Ohio, at 5:30 p.m. on
March 7, 1996. The purposes of the meeting are:
1. To elect three directors to the class whose term expires in 1999.
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 8, 1996 are entitled
to notice of and to vote at the meeting.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 29, 1996
<PAGE> 5
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 7, 1996, 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 card are being mailed to
shareholders on or about January 29, 1996. 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 six times during the last fiscal
year.
Nominees for election as directors with terms expiring in 1999, as well as
present directors whose terms will continue after the meeting, appear below.
1
<PAGE> 6
NOMINEES FOR TERMS EXPIRING IN 1999
DR. GLENN R. BROWN, age 65, has been a director of Nordson since 1986. He is a
retired Senior Vice President and a former 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. He is a director of Ferro Corporation, a producer of industrial specialty
materials.
DR. ANNE O. KRUEGER, age 61, has been a director of Nordson since 1990. She has
been a Professor of Economics at Stanford University since July 1993 and a
Professor of Economics at Duke 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 78, has been a director of Nordson or its predecessor 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 1997
WILLIAM P. MADAR, age 56, has been a director of Nordson since 1985. He has
served as President and Chief Executive Officer of Nordson since February 1986.
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 61, has been a director of Nordson since 1988. He was
Senior Vice President-Law and General Counsel of Owens-Corning Fiberglas
Corporation from 1984 until December 1994 and cur-
2
<PAGE> 7
rently serves as a legal consultant to Owens-Corning. Owens-Corning manufactures
glass fiber products and related materials.
EVAN W. NORD, age 76, has been a director of Nordson or its predessor 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 1998
WILLIAM D. GINN, age 72, has been a director of Nordson since 1959. Mr. Ginn has
been Of Counsel to Thompson Hine & Flory P.L.L. a law firm, since January 1993.
Prior to that time he was a Partner with Thompson Hine & Flory P.L.L. for more
than five years. He is a director of the Davey Tree Expert Company, a tree and
lawn care company. Thompson Hine & Flory P.L.L. has in the past provided and
continues to provide legal services to Nordson.
STEPHEN R. HARDIS, age 60, has been a director of Nordson since 1984. He has
served as Chairman and Chief Executive Officer of Eaton Corporation since
January 1996 and was Vice Chairman and Chief Financial and Administrative
Officer of Eaton Corporation from 1986 until December 1995. 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, KeyCorp, a bank holding company, The Progressive Corporation,
an insurance holding company, and First Union Real Estate Equity and Mortgage
Investments, a real estate investment company.
WILLIAM L. ROBINSON, age 54, was elected by the Board of Directors on July 21,
1995 to fill the unexpired portion of the term of Dr. Jacob O. Kamm, who died
June 25, 1995. Mr. Robinson has served as Dean of the District of Columbia
School of Law since 1988.
3
<PAGE> 8
COMMITTEES OF THE BOARD OF DIRECTORS;
ATTENDANCE
The present members of the Audit Committee are Messrs. Ginn, Evan Nord and
Robinson and Drs. Brown 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 three 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"), 1995 Management Incentive Compensation Plan (the "Bonus
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 did not meet
during the last fiscal year.
4
<PAGE> 9
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 $4,500 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 $400 per quarter 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 on March 10, 1992. New
non-employee directors are 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> 10
OWNERSHIP OF NORDSON COMMON SHARES
The following table shows the number and percent of Nordson Common Shares
beneficially owned on January 8, 1996 by each of the directors, including
nominees, each of the executive officers named in the Summary Compensation Table
set forth on page 12, 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 8,296 0.0
William W. Colville 7,735 0.0
William D. Ginn (2)(3)(4)(5) 724,073 4.0
Stephen R. Hardis 23,699 0.1
Dr. Anne O. Krueger 3,224 0.0
William P. Madar (8) 480,202 2.6
Eric T. Nord (4)(6) 2,104,295 11.7
Evan W. Nord (3)(6)(7) 2,703,490 15.1
William L. Robinson 419 0.0
Edward P. Campbell (8) 104,303 0.6
Yoshihiko Miyahara (8) 42,940 0.2
John E. Jackson (8) 99,274 0.6
Werner Bohm (8) 21,194 0.1
23 directors and executive 6,739,894 36.0
officers as a group (9)
</TABLE>
- ---------------
(1) Except as otherwise stated in notes (2) through (9) 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 (other than Eric Nord and Mr. Robinson) includes the
right to acquire 437 shares on or before March 8, 1996 under the Director
Option provisions of the Performance Plan, as well as the right to acquire
the following number of shares under the Directors Deferred Compensation
provisions of the Performance Plan: Dr. Brown, 6,409 shares; Mr. Colville,
4,698 shares; Mr. Hardis, 11,262 shares; Dr. Krueger, 2,787 shares; and Eric
Nord, 7,150 shares. Mr. Robinson has the right to acquire 419 shares on or
before March 8, 1996
6
<PAGE> 11
under the Director Option provisions of the Performance Plan.
(2) These include 110,374 shares held by Mr. Ginn as trustee of various trusts
for the children and grandchildren of Eric Nord and Evan Nord.
(3) These include 356,058 shares held by The Nord Family Foundation. As trustees
of this foundation, Evan Nord and Mr. Ginn have shared voting power and
shared investment power with respect to these shares.
(4) These include 80,000 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 6,000 shares held by the Ginn Family Fund. As a trustee of
this fund, Mr. Ginn has shared voting power and shared investment power with
respect to these shares.
(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 500,000 shares held by the Cynthia W. Nord Charitable
Remainder Unitrust. As trust advisor of that trust Evan Nord has voting
power with respect to these shares.
(8) These include the right to acquire shares on or before March 8, 1996 in
amounts as follows: Mr. Madar, 261,233 shares; Mr. Campbell, 101,100 shares;
Mr. Miyahara, 24,750; Mr. Jackson, 96,400 shares; and Mr. Bohm, 12,000
shares.
(9) 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
group consists of sole voting power with respect to 5,000 shares, sole
voting and sole investment power with respect to 2,428,995 shares, shared
voting power and shared investment power with
7
<PAGE> 12
respect to 3,536,455 shares, and the right to
acquire 769,444 shares on or before March 8, 1996.
As of October 29, 1995, present and former directors, officers, and employees of
Nordson and their families beneficially owned over 10.9 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 including the President and CEO ("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.
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;
8
<PAGE> 13
-- 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.
This comparison group of companies is not identical to the companies included in
the S&P 500 Index or the S&P Diversified Manufacturing Index used in the
performance graph appearing on page 21. Nordson believes that these indices are
a useful comparison for purposes of comparing Nordson's share price performance
to the performance of a broad group of comparable companies. However, the
companies included in these indices are not necessarily companies with which
Nordson competes for executive talent or that would be a source from which
future executives may be recruited, and are therefore an inappropriate group of
companies for purposes of establishing cash compensation levels.
9
<PAGE> 14
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 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.
Annual Cash Bonus
The bonus portion of cash compensation is paid pursuant to the Bonus 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 1995 return on average invested capital of 21% which exceeded
the corporate objective of 16%. Earnings per share growth exceeded 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.
10
<PAGE> 15
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.
Deduction Limitation on Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder, precludes a publicly-held corporation from taking a
deduction for certain compensation in excess of $1 million paid or accrued with
respect to certain of the Officers. This provision became effective for the
Company's tax year beginning October 31, 1994.
On March 9, 1995, the shareholders approved the Bonus Plan. The Committee
believes that the Bonus Plan satisfies the Internal Revenue Service's
requirements for "performance-based" compensation which would not be subject to
the deductibility limitation under applicable Internal Revenue Service
regulations. The Committee will continue to monitor its compensation policy,
including compensation, if any, paid under the Bonus Plan, for deductibility
under these regulations.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
William W. Colville, Chairman
Stephen R. Hardis
Dr. Anne O. Krueger
Eric T. Nord
January 29, 1996
11
<PAGE> 16
SUMMARY COMPENSATION TABLE
The following table sets forth individual compensation information for the
fiscal year ended October 29, 1995, 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 29, 1995 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 1995 627,000 681,200 0 0 70,000 41,630
President & 1994 600,000 648,000 646,117(2) 0 75,000 75,134
CEO 1993 565,150 505,000 929,943(2) 0 50,000 101,028
Edward P. Campbell 1995 304,000 330,250 0 0 30,000 16,589
Executive Vice President 1994 242,827 249,000 0 0 16,000 24,890
& Chief Operating Officer 1993 214,000 155,500 0 0 16,000 35,810
Yoshihiko Miyahara (3) 1995 363,199 122,580 0 0 10,500 0
Vice President 1994 310,707 79,350 0 0 10,500 0
1993 269,565 72,444 0 0 10,500 0
John E. Jackson 1995 240,000 211,850 0 0 16,000 15,167
Senior Vice President 1994 230,000 202,000 0 0 16,000 25,006
1993 214,000 155,500 0 0 16,000 35,913
Werner Bohm (4) 1995 240,000 211,850 0 0 16,000 14,625
Senior Vice President 1994 220,000 193,000 0 0 16,000 20,417
1993 200,000 145,000 72,229(5) 0 16,000 27,117
</TABLE>
12
<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, $18,140 and $23,490; Mr. Campbell, $7,669 and $8,920; Mr.
Jackson, $6,952 and $8,215; and Mr. Bohm, $6,704 and $7,921, respectively.
(2) Represents a tax gross-up payment associated with restricted stock, granted
under the employment agreement with Mr. Madar dated January 30, 1986, which
is a direct function of the appreciation in Nordson share price.
(3) Mr. Miyahara's salary and bonus are stated in U.S. Dollars and reflect the
average annual Japanese Yen exchange rate in effect during each of the
fiscal years noted.
(4) Mr. Bohm retired from Nordson Corporation effective November 4, 1995.
(5) Represents a tax equalization payment associated with an expatriate
assignment.
13
<PAGE> 18
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding individual grants of stock
options/SARs made during the fiscal year ended October 29, 1995 to each
executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (1) (2) FISCAL YEAR ($/SHARE) DATE ($) (3)
- ------------------------------------- --------------- ------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
William P. Madar 70,000 21.4% $57.00 10/31/2004 1,834,612
Edward P. Campbell 30,000 9.2% $57.00 10/31/2004 786,262
Yoshihiko Miyahara 10,500 3.2% $57.00 10/31/2004 275,192
John E. Jackson 16,000 4.9% $57.00 10/31/2004 419,340
Werner Bohm 16,000 4.9% $57.00 10/31/2004 419,340
</TABLE>
- ---------------
(1) All options become exercisable beginning one year after grant date at 25%
per year on a cumulative basis. The exercise price was 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.
14
<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: 21.8%;
(c) Assumed risk-free rate of interest: 7.23%;
(d) Dividend of $.16 per share per quarter; and
(e) No reduction in the value calculated has been made for possible
forfeitures.
15
<PAGE> 20
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information regarding each exercise of stock
options/SARs during the fiscal year ended October 29, 1995, by each executive
officer named in the Summary Compensation Table, and the value of unexercised
stock options/SARs held by each executive officer named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SECURITIES OPTIONS/SARS AT OPTIONS/SARS AT
UNDERLYING VALUE FY-END (#) FY-END($)
OPTIONS/SARS REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISED ($)(1) UNEXERCISABLE UNEXERCISABLE(2)
- ------------------------------------- ------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
William P. Madar 0 0 220,148/ 5,659,517/
131,085 253,821
Edward P. Campbell 0 0 82,100/ 2,371,975/
53,500 186,125
Yoshihiko Miyahara 3,200 107,200 14,625/ 163,219/
25,875 119,156
John E. Jackson 0 0 80,900/ 2,413,075/
39,500 182,625
Werner Bohm 14,500 303,750 12,000/ 97,000/
39,500 182,625
</TABLE>
16
<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 $57.25 on the NASDAQ
National Market System on October 27, 1995. 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.
17
<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.... 13,524 20,306 27,072 33,842 40,612
200,000.... 31,868 47,806 63,735 79,674 95,612
300,000.... 50,199 75,306 100,398 125,505 150,612
500,000.... 86,862 130,306 173,724 217,168 260,612
800,000.... 141,856 212,806 283,713 354,663 425,612
1,100,000.. 196,851 295,306 393,702 492,157 590,612
1,400,000.. 251,845 377,806 503,691 629,652 755,612
1,700,000.. 306,840 460,306 613,680 767,146 920,612
1,900,000.. 343,503 515,306 687,006 858,809 1,030,612
2,100,000.. 380,166 570,306 760,332 950,472 1,140,612
2,200,000.. 398,497 597,806 796,995 996,303 1,195,612
2,300,000.. 416,829 625,306 833,658 1,042,135 1,250,612
2,400,000 435,160 652,806 870,321 1,087,966 1,305,612
2,500,000.. 453,492 680,306 906,984 1,133,798 1,360,612
2,600,000.. 471,823 707,806 943,647 1,179,630 1,415,612
</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 of 1986, as amended (the "Internal Revenue
Code"). The years of benefit service credited under the Plan as of October 29,
1995 for the executive officers named in the Summary Compensation Table who
participate in the Plan are as follows: Mr. Madar - 9 years; Mr. Campbell - 7
years; Mr. Jackson - 9 years; and Mr. Bohm - 18 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.
18
<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 18, 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
19
<PAGE> 24
administers 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 29, 1995 are as follows: Mr. Madar - $13,640 and 227 shares; Mr.
Campbell - $3,169 and 53 shares; Mr. Jackson - $2,452 and 41 shares; Mr. Bohm -
$2,204 and 36 shares; and all current executive officers as a group - $28,243
and 470 shares.
20
<PAGE> 25
PERFORMANCE GRAPH
The following is a graph which compares the five year cumulative return from
investing $100 on October 28, 1990 in each of Nordson Corporation common stock,
the S&P 500 Index of companies and the S&P Diversified Manufacturing Index of
companies, with dividends assumed to be reinvested when received.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG NORDSON CORPORATION, S&P 500 INDEX AND
S&P DIVERSIFIED MANUFACTURING INDEX
<TABLE>
<CAPTION>
S&P DIVERSIFIED
MEASUREMENT PERIOD MANUFACTURING
(FISCAL YEAR COVERED) NORDSON CORP. S&P 500 INDEX INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 220 133 141
1992 246 147 154
1993 283 169 186
1994 299 175 205
1995 312 222 259
</TABLE>
Assumes $100 invested on October 28, 1990 in Nordson Corporation,
S&P 500 Index, and S&P Diversified Manufacturing Index. Total return assumes
reinvestment of dividends.
21
<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 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.
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 Bonus Plan, is determined annually by the Compensation
Committee of the Board of Directors as described beginning on page 8. 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.
22
<PAGE> 27
(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.
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 60 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.
23
<PAGE> 28
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 LLP has been appointed as Nordson's independent auditors for the
fiscal year ending November 3, 1996. Ernst & Young LLP or a predecessor has
served as Nordson's independent auditors since 1935. A representative of Ernst &
Young LLP 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 LLP's examination of Nordson's financial statements and
records for the fiscal year ended October 29, 1995.
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on January 8, 1996 are entitled
to vote at the meeting. On that date, a total of 17,953,957 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
24
<PAGE> 29
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.
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 other than the election of directors. 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 1, 1996. Nordson will bear the expense of preparing, printing, and
mailing this Notice and Proxy Statement. In addition to requesting proxies by
mail,
25
<PAGE> 30
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 29, 1995, is being mailed to shareholders of record
with this Proxy Statement.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 29, 1996
26
<PAGE> 31
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN
YOUR PROXY
<PAGE> 32
NORDSON CORPORATION
P ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
----------------------------------------------------------
R
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
O At the Annual Meeting of Shareholders of NORDSON CORPORATION to be
held on March 7, 1996, and at any adjournment, WILLIAM D. GINN,
X WILLIAM P. MADAR, and EVAN W. NORD, and each of them, with full
power of substitution and revocation, are hereby authorized to
Y represent me and vote all my shares on the following matters:
<TABLE>
<S> <C>
1. Election of three Directors: (change of address)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord ________________________
2. Any other matter that may properly come before this meeting. ________________________
________________________
________________________
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF
YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 33
<TABLE>
<C> <S> <C>
/ X / PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
_________________________________________________________
Unless otherwise specified above, this Proxy will be voted FOR the
election as Directors of the nominees noted on the reverse side.
PLEASE DATE, SIGN, AND RETURN
IN THE ENCLOSED ENVELOPE --
NO POSTAGE NECESSARY
SIGNATURE(S)________________________________________________ DATE ________
SIGNATURE(S)________________________________________________ DATE ________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
</TABLE>
<PAGE> 34
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
----------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To: Society National Bank, as Trustee for the Nordson Corporation
Non-Union Employees' Stock Ownership Plan and Trust (the "Plan").
Pursuant to Article VI, Section 6.6 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 on March 7, 1996,
and at any adjournment, WILLIAM D. GINN, WILLIAM P. MADAR, 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:
<TABLE>
<S> <C>
1. Election of three Directors: (change of address)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord _____________________________________
2. Any other matter that may properly come before this _____________________________________
meeting. _____________________________________
_____________________________________
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF
YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 35
<TABLE>
<S> <C> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
________________________________________________________
Unless otherwise specified above, this Proxy will be voted FOR the election as Directors of the nominees noted on the
reverse side.
PLEASE DATE, SIGN, AND RETURN
IN THE ENCLOSED ENVELOPE --
NO POSTAGE NECESSARY
SIGNATURE(S)____________________________________________________ DATE ________
SIGNATURE(S)____________________________________________________ DATE ________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
</TABLE>
<PAGE> 36
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
----------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To: Society National Bank, as Trustee for the Nordson Corporation
Union Employees' Stock Ownership Plan and Trust (the "Plan").
Pursuant to Article VI, Section 6.6 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 on March 7, 1996,
and at any adjournment, WILLIAM D. GINN, WILLIAM P. MADAR, 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:
<TABLE>
<S> <C>
1. Election of three Directors: (change of address)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord ______________________________
2. Any other matter that may properly come before this ______________________________
meeting. ______________________________
______________________________
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF
YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
SEE REVERSE
SIDE
</TABLE>
<PAGE> 37
<TABLE>
<S> <C> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
________________________________________________________
Unless otherwise specified above, this Proxy will be voted FOR the election as Directors of the nominees noted on the
reverse side.
PLEASE DATE, SIGN, AND RETURN
IN THE ENCLOSED ENVELOPE --
NO POSTAGE NECESSARY
SIGNATURE(S)___________________________________________________ DATE _________
SIGNATURE(S)___________________________________________________ DATE _________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
</TABLE>
<PAGE> 38
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
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")
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
on March 7, 1996, and at any adjournment, WILLIAM D. GINN, WILLIAM
P. MADAR, 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.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord
(INSTRUCTION: In the space below, write the name of, or otherwise designate, any nominee(s) as to whom
authority to vote is withheld.)
--------------------------------------------------------------------------------------------------------------
2. Any other matter that may properly come before this meeting.
</TABLE>
(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 ,
1996
---------------------------
---------------------------
(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> 39
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
----------------------------------------------------------
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")
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
on March 7, 1996, and at any adjournment, WILLIAM D. GINN, WILLIAM
P. MADAR, 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.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord
(INSTRUCTION: In the space below, write the name of, or otherwise designate, any nominee(s) as to whom
authority to vote is withheld.)
-------------------------------------------------------------------------------------------------------
2. Any other matter that may properly come before this meeting.
</TABLE>
(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 1996
--- ----------- ,
--------------------------------------
--------------------------------------
(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> 40
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 7, 1996
----------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To: Wachovia Bank of North Carolina, N.A., as Trustee for the
Slautterback Corporation 401(k) Profit Sharing Plan (the "Plan")
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
on March 7, 1996, and at any adjournment, WILLIAM D. GINN, WILLIAM
P. MADAR, 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.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary)
Dr. Glenn R. Brown, Dr. Anne O. Krueger, and Eric T. Nord
(INSTRUCTION: In the space below, write the name of, or otherwise designate, any nominee(s) as to whom
authority to vote is withheld.)
------------------------------------------------------------------------------------------------------
2. Any other matter that may properly come before this meeting.
</TABLE>
(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 , 1996
--- --------
-----------------------------------
-----------------------------------
(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
