<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
NORDSON CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 CORPORATION
------------------------------------------------
Notice of 1999
Annual Meeting
and Proxy Statement
[NORDSON LOGO]
<PAGE> 3
[NORDSON LOGO]
William P. Madar
Chairman of the Board
Edward P. Campbell
President and Chief
Executive Officer
January 29, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held at The Spitzer Conference Center, next to The Stocker Center, 1005 North
Abbe Road, Elyria, Ohio, at 5:30 p.m. on March 11, 1999. 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,
<TABLE>
<S> <C>
WILLIAM P. MADAR EDWARD P. CAMPBELL
Chairman of the Board President and
Chief
Executive Officer
</TABLE>
<PAGE> 4
NORDSON CORPORATION
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of Nordson Corporation will be held at The
Spitzer Conference Center, 1005 North Abbe Road, Elyria, Ohio, at 5:30 p.m. on
March 11, 1999. The purposes of the meeting are:
1. To elect four directors to the class whose term expires in 2002.
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 13, 1999 are entitled
to notice of and to vote at the meeting.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 29, 1999
<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 11, 1999, 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 3. 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, 1999. Nordson's executive offices are
located at 28601 Clemens Road, Westlake, Ohio 44145. Its telephone number is
(440) 892-1580.
ELECTION OF DIRECTORS
Nordson's Board of Directors is composed of eleven directors, divided into one
class of three members and two classes of four members. The terms of these
classes as of the 1999 Annual Meeting will expire in 2000, 2001, and 2002. Each
of the directors serves for a term of three years and until a successor is
elected. The Board met seven times during the last fiscal year.
Four nominees for election as directors with terms expiring in 2002, as well as
present directors whose terms will continue after the meeting, appear below.
2
<PAGE> 6
NOMINEES FOR TERMS EXPIRING IN 2002
DR. GLENN R. BROWN, age 68, has been a director of Nordson since 1986. Dr. Brown
has been the Science Adviser to the Governor of the State of Ohio since July
1996. He is a retired Senior Vice President and a former director of The
Standard Oil Company (now BP America, Inc.). He is a director of Ferro
Corporation, a producer of industrial specialty materials.
DR. ANNE O. KRUEGER, age 64, has been a director of Nordson since 1990. She has
been a Professor of Economics at Stanford University for more than five years.
She is a director of Western Digital Corp., an international supplier of hard
disk drives for computers.
ERIC T. NORD, age 81, has been a director of Nordson or its predecessor since
1941. He served as Chairman of the Board of Nordson from 1967 to October 1997.
Eric Nord is Evan Nord's brother.
BENEDICT P. ROSEN, age 62, has been a director of Nordson since January 1999. He
has served as Chairman and Chief Executive Officer of AVX Corporation since July
1997 and was President and Chief Executive Officer from April 1993 to July 1997.
AVX is an international producer of electronic components. Mr. Rosen is a
director of AVX Corporation, Nitzanim Venture Capital Fund Ltd., a venture
capital fund in Israel, and Aerovox Corporation, a supplier of film, paper and
aluminum electrolytic capacitors. He is also Senior Managing and Representative
Director of Kyocera Corporation, a producer of electronics, telecommunications,
metal processing, automotive components, optics, medicine and energy.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 2000
WILLIAM P. MADAR, age 59, has been a director of Nordson since 1985. He has
served as Chairman of the Board of Nordson since October 1997 and was Vice
Chairman and Chief Executive Officer from August 1996 to October 1997. He was
President and Chief Executive
3
<PAGE> 7
Officer of Nordson from February 1986 to August 1996. 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 Corp., a manufacturer of
specialty chemicals.
WILLIAM W. COLVILLE, age 64, has been a director of Nordson since 1988. He was
Senior Vice President-Law, General Counsel, and Secretary of Owens-Corning
Fiberglas Corp. from 1984 until December 1994 and currently serves as a legal
consultant to Owens-Corning. Owens-Corning manufactures glass fiber products and
related materials. Mr. Colville is a director of Owens-Corning.
EVAN W. NORD, age 79, has been a director of Nordson or its predecessor 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.
EDWARD P. CAMPBELL, age 49, has been a director of Nordson since 1996. He has
served as President and Chief Executive Officer of Nordson since November 1,
1997 and was President and Chief Operating Officer of Nordson from August 1996
to October 1997. Mr. Campbell was Executive Vice President and Chief Operating
Officer of Nordson from March 1994 to August 1996, and was a Vice President of
Nordson from May 1988 to March 1994. He is a director of KeyCorp, a bank holding
company.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 2001
WILLIAM D. GINN, age 75, has been a director of Nordson since 1959. Mr. Ginn has
been Of Counsel to Thompson Hine & Flory LLP, a law firm, for more than five
years. Prior to that time he was a Partner with Thompson Hine & Flory LLP. He is
a director of The Davey Tree Expert Company, a tree and lawn care company.
Thompson Hine & Flory LLP has in the past pro-
4
<PAGE> 8
vided and continues to provide legal services to Nordson.
STEPHEN R. HARDIS, age 63, 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 Executive Officer from September
1995 to December 1995. Mr. Hardis was Vice Chairman and Chief Financial and
Administrative Officer of Eaton Corporation from 1986 until September 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, Lexmark International,
Inc., a manufacturer and seller of computer printer products, Marsh & McLennan
Cos., a provider of insurance and reinsurance, consulting, and investment
advisory and management services, and The Progressive Corporation, an insurance
holding company.
WILLIAM L. ROBINSON, age 57, has been a director of Nordson since 1995. Mr.
Robinson served as Dean of the District of Columbia School of Law (now UDC
School of Law) from 1988 to 1998 and is currently a visiting professor of law at
the CUNY School of Law at Queens College in Flushing, New York.
COMMITTEES OF THE BOARD OF DIRECTORS; ATTENDANCE
The present members of the Audit Committee are Messrs. Ginn, Evan Nord, Madar,
Robinson and Dr. Brown. 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.
5
<PAGE> 9
The present members of the Compensation Committee are Messrs. Colville, Hardis,
Eric Nord, Rosen and Dr. Krueger. The Compensation Committee determines the
salary and other compensation of Nordson's executive officers other than the
Chief Executive Officer, supervises the administration of Nordson's 1993
Long-Term Performance Plan, as amended (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. A 162(m) Compensation Subcommittee, comprised of Messrs.
Colville, Rosen, Hardis and Dr. Krueger, determines the salary and other
compensation of Nordson's Chief Executive Officer. During the last fiscal year
the Compensation Committee met five times and the 162(m) Compensation
Subcommittee met one time.
The present members of the Nominating Committee are Messrs. Campbell, Hardis,
Madar, Eric Nord and Dr. Brown, with Mr. Campbell 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. Campbell at Nordson. The Nominating Committee met one time
during the last fiscal year.
During the last fiscal year, each director attended at least seventy-five
percent of the meetings of the Board of Directors and of the committees on which
he or she served.
COMPENSATION OF DIRECTORS
Nordson pays the Chairman of the Board of Directors a fee of $11,000 per quarter
and $2,000 for each Board meeting attended. Nordson pays other directors who
6
<PAGE> 10
are not employees a fee of $5,500 per quarter, and $1,000 for each Board meeting
attended. Each nonemployee director is also paid $1,000 for each committee
meeting attended, with an additional $750 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 and
March 13, 1997. Beginning in 1997, non-employee directors have been granted a
director option annually.
7
<PAGE> 11
OWNERSHIP OF NORDSON COMMON SHARES
The following table shows the number and percent of Nordson Common Shares
beneficially owned on January 13, 1999 by each of the directors, including
nominees, each of the executive officers named in the Summary Compensation Table
set forth on page 16, 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 13,010 *
Edward P. Campbell (2) 168,579 1.0
William W. Colville 11,388 *
William D. Ginn (3)(5)(6) 368,362 2.2
Stephen R. Hardis 27,604 0.2
Dr. Anne O. Krueger 6,686 *
William P. Madar 528,459 3.1
Eric T. Nord (4)(5)(7) 2,373,894 14.2
Evan W. Nord (7)(8) 2,278,461 13.7
William L. Robinson 2,901 *
Benedict P. Rosen 1,000 *
John E. Jackson (2) 121,102 0.7
Yoshihiko Miyahara (2) 61,472 0.4
Donald J. McLane (2) 115,248 0.7
Christian C. Bernadotte (2) 38,835 0.2
All directors and executive of- 5,224,234 29.7
ficers as a group (24 peo-
ple) (9)
</TABLE>
- - ---------------
* Less than 0.1%.
(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 includes the right to acquire shares on or before
March 14, 1999 under the Director Option provisions of the Performance
8
<PAGE> 12
Plan and the Directors Deferred Compensation provisions of the Performance
Plan in the following amounts: Dr. Brown, 10,560 shares; Mr. Colville, 8,788
shares; Mr. Ginn, 2,142 shares; Mr. Hardis, 15,604 shares; Dr. Krueger,
6,686 shares; Mr. Madar, 2,802 shares; Eric Nord, 11,045 shares; Evan Nord,
8,444 shares; Mr. Robinson, 2,901 shares; and Mr. Rosen, 0 shares. In
addition, Mr. Madar has the right to acquire 282,500 shares on or before
March 14, 1999 under stock option plans of the Company.
(2) These include the right to acquire shares on or before March 14, 1999 in
amounts as follows: Mr. Campbell, 153,680 shares; Mr. Jackson, 106,000
shares; Mr. McLane, 59,500 shares; Mr. Bernadotte, 37,040 shares; and Mr.
Miyahara, 49,500 shares.
(3) These include 29,236 shares held by Mr. Ginn as trustee of various trusts
for the children and grandchildren of Eric Nord.
(4) These include 316,058 shares held by The Nord Family Foundation. As trustee
of this foundation, Eric Nord has shared voting power and shared investment
power with respect to these shares.
(5) These include 180,000 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.
(6) 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.
(7) 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
9
<PAGE> 13
shared investment power with respect to these shares.
(8) These include 500,000 shares held by the Cynthia W. Nord Charitable
Remainder Unitrust and 500,000 shares held by the Evan W. Nord Charitable
Remainder Unitrust. As trust advisor of those trusts, Evan Nord has voting
power with respect to these 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 500,000 shares, sole
voting and sole investment power with respect to 1,749,913 shares, shared
voting power and shared investment power with respect to 2,034,074 shares,
and the right to acquire 940,247 shares on or before March 14, 1999.
As of December 31, 1998, present and former directors, officers, and employees
of Nordson and their families beneficially owned over 12.3 million Nordson
Common Shares, representing more than 74% 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. Except as described in the above table, to the best
of Nordson's knowledge, no person beneficially owns more than 5% of the
outstanding Nordson Common Shares.
10
<PAGE> 14
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. A 162(m) Compensation Subcommittee determines the salary and other
compensation of Nordson's Chief Executive Officer. 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;
-- creates long-term incentives directly linked to shareholder returns; and
-- is designed to attract, retain and motivate key executives.
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<PAGE> 15
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 cash
compensation program for executive officers, including the Chief Executive
Officer ("Officers"), 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 17 companies having similar sales volume and/or market
value. This peer group of companies represents companies that 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 indices used in the performance graph appearing on page 25. 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.
The Officer cash compensation program is designed such that if Nordson's
financial performance is equal to
12
<PAGE> 16
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.
In the Bonus Plan for 1998, 50% of the cash bonus eligibility was based on the
return on average invested capital component of the plan, with a bonus to be
paid if Nordson's annual return was at least 8%, and attaining its maximum when
the return reached 16%. The remaining 50% of the cash bonus eligibility was
based on the earnings per share component, with a bonus to be paid if Nordson's
earnings per share growth was positive, and attaining its maximum when growth
reached 20%.
Nordson achieved a 1998 return on average invested capital of 16% before
nonrecurring charges which equaled the corporate objective. There was no
earnings per share growth. Since performance exceeded the
13
<PAGE> 17
threshold payment level, Mr. Campbell 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.
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. On March 10, 1993, the shareholders approved the Performance Plan.
On March 13, 1997 the shareholders approved an amendment to the Performance Plan
to satisfy the Internal Revenue Service's current requirements for
"performance-based" compensation. The Committee will continue to monitor its
compensation policy, including
14
<PAGE> 18
compensation, if any, paid under the Bonus Plan and the Performance 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
Benedict P. Rosen
January 29, 1999
15
<PAGE> 19
SUMMARY COMPENSATION TABLE
The following table sets forth individual compensation information for the
fiscal year ended November 1, 1998, for Edward P. Campbell and the four other
most highly compensated executive officers whose total annual salary and bonus
for the fiscal year ended November 1, 1998 exceeded $100,000:
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Other
Name Annual
And Principal Salary Bonus Compensation
Position Year ($) ($) ($)
------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Edward P. Campbell 1998 500,000 300,000 0
President & Chief 1997 350,000 210,000 52,648(2)
Executive Officer 1996 325,000 278,700 0
John E. Jackson 1998 300,000 146,250 227,123(3)
Senior Vice President 1997 261,000 127,237 0
1996 250,000 174,200 0
Donald J. McLane 1998 230,000 112,125 0
Vice President 1997 215,000 104,812 0
1996 202,000 140,750 0
Christian C. Bernadotte 1998 218,000 106,275 159,101(3)
Vice President 1997 204,000 99,450 0
1996 190,000 132,350 0
Yoshihiko Miyahara(4) 1998 287,334 37,807 0
Vice President 1997 303,490 56,904 0
1996 327,807 85,230 0
<CAPTION>
Long-Term Compensation
------------------------
Awards
------------------------
Name Restricted All Other
And Principal Stock Awards Options/ Compensation
Position ($) SARs (#) ($) (1)
------------- ------------ -------- ------------
<S> <C> <C> <C>
Edward P. Campbell 0 50,000 20,305
President & Chief 0 30,000 26,817
Executive Officer 0 30,000 32,122
John E. Jackson 0 16,000 14,035
Senior Vice President 0 16,000 19,191
0 16,000 25,780
Donald J. McLane 0 12,000 11,118
Vice President 0 12,000 15,146
0 12,000 20,239
Christian C. Bernadotte 0 12,000 10,296
Vice President 0 12,000 14,110
0 10,000 17,449
Yoshihiko Miyahara(4) 0 12,000 0
Vice President 0 12,000 0
0 12,000 0
</TABLE>
16
<PAGE> 20
- - ---------------
(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. Campbell, $19,553 and $752; Mr. Jackson, $13,236 and $799; Mr. McLane,
$10,742 and $376; and Mr. Bernadotte, $10,155 and $141, respectively.
(2) Amounts reported in this column for 1997 reflect a $29,425 one-time fee paid
on behalf of Mr. Campbell for a club membership and personal benefits
including a $14,000 car allowance.
(3) Amounts reported in this column for 1998 reflect relocation expenses
including a tax gross-up payment of $71,440 to Mr. Jackson and a payment of
$68,500 in conjunction with the sale of Mr. Bernadotte's previous residence.
(4) Mr. Miyahara's salary and bonus are stated in U.S. Dollars and reflect the
average annual Japanese Yen exchange rate in effect during each of the
fiscal years noted.
17
<PAGE> 21
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding individual grants of stock
options/SARs made during the fiscal year ended November 1, 1998 to each
executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF % OF TOTAL EXERCISE
SECURITIES OPTIONS/SARS OR GRANT DATE
UNDERLYING GRANTED TO BASE PRESENT
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION VALUE
NAME GRANTED (1) (2) FISCAL YEAR ($/SHARE) DATE ($) (3)
---- --------------- ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Edward P. Campbell 50,000 9.1% 49.63 11/03/2007 786,500
John E. Jackson 16,000 2.9% 49.63 11/03/2007 251,680
Donald J. McLane 12,000 2.2% 49.63 11/03/2007 188,760
Christian C.
Bernadotte 12,000 2.2% 49.63 11/03/2007 188,760
Yoshihiko Miyahara 12,000 2.2% 49.63 11/03/2007 188,760
</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.
(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.
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<PAGE> 22
(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 these calculations:
(a) Expected life of option: 6.5 years;
(b) Volatility factor: 22.0%;
(c) Assumed risk-free rate of interest: 5.91%;
(d) Assumed dividend yield: 1.25%;
(e) No reduction in the value calculated has been made for possible
forfeitures.
19
<PAGE> 23
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 November 1, 1998, 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>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SECURITIES OPTIONS/SARS AT OPTIONS/SARS AT
UNDERLYING VALUE FY-END (#) FY-END(2) ($)
OPTIONS/SARS REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME EXERCISED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Edward P. Campbell 15,360 398,273 136,240E 723,594E
80,000U 0U
John E. Jackson 0 0 98,000E 533,540E
32,000U 0U
Donald J. McLane 0 0 53,500E 45,850E
24,000U 0U
Christian C.
Bernadotte 0 0 31,040E 50,360E
23,500U 0U
Yoshihiko Miyahara 0 0 43,500E 0E
24,000U 0U
</TABLE>
20
<PAGE> 24
- - ---------------
(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 $44.81 on the NASDAQ
National Market System on October 30, 1998. 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.
21
<PAGE> 25
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 12,964 19,448 25,928 32,412 38,896
200,000 31,296 46,948 65,591 78,423 93,896
300,000 49,627 74,448 99,254 124,075 148,896
400,000 67,959 101,948 135,917 169,907 203,896
500,000 86,290 129,448 172,580 215,738 258,896
700,000 122,953 184,448 245,906 307,401 368,896
900,000 159,616 239,448 319,232 399,064 478,896
1,100,000 196,279 294,448 392,558 490,727 588,896
</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 November 1,
1998 for the executive officers named in the Summary Compensation Table who
continue to participate in the Plan are as follows: Mr. Campbell - 10 years; Mr.
Jackson - 12 years; Mr. McLane - 23 years; and Mr. Bernadotte - 12 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.
22
<PAGE> 26
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 22, 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
23
<PAGE> 27
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
November 1, 1998 are as follows: Mr. Campbell - $14,803 and 16 shares; Mr.
Jackson - $8,486 and 17 shares; Mr. McLane - $5,992 and 8 shares; Mr. Bernadotte
- - - $5,405 and 3 shares; and all current executive officers as a group - $54,742
and 60 shares.
24
<PAGE> 28
PERFORMANCE GRAPH
The following is a graph which compares the five-year cumulative return from
investing $100 on October 29, 1993 in each of Nordson Common Shares, the S&P 500
Index, the S&P 500 Diversified Manufacturing Index, the S&P MidCap 400 Index and
the S&P MidCap 400 Manufacturing Specialized Index, with dividends assumed to be
reinvested. In prior years, Nordson used the S&P 500 Index and the S&P 500
Diversified Manufacturing Index, which include manufacturing companies in the
S&P 500 that serve a broad base of markets. In the future Nordson will compare
itself to the S&P MidCap 400 Index and the S&P MidCap 400 Manufacturing
Specialized Index, both of which include Nordson. Nordson believes that these
new indices are more representative of companies similar in size and performance
characteristics to Nordson than were the indices used in prior years.
TOTAL SHAREHOLDER RETURNS
INDEXED RETURNS
<TABLE>
<CAPTION>
NORDSON CORP. S&P 500 INDEX S&P 400 MIDCAP S&P 400 MIDCAP
------------- ------------- S&P 500 DIVERSIFIED INDEX MANUFACTURING
MANUFACTURING -------------- SPECIALIZED
INDEX INDEX
--------------- --------------
<S> <C> <C> <C> <C> <C>
'1993' 100 100 100 100 100
'1994' 105.73 103.87 110.3 102.38 105.03
'1995' 110.27 131.33 139.24 124.09 130.64
'1996' 106.38 162.97 192.38 145.62 155.69
'1997' 97.30 215.31 240.29 193.19 195.81
'1998' 89.50 262.66 264.85 206.15 150.40
</TABLE>
Assumes $100 invested on October 29, 1993 in Nordson Corporation,
the S&P 500 Index, the S&P 500 Diversified Manufacturing Index, the S&P MidCap
400 Index, and the S&P MidCap 400 Manufacturing Specialized Index. Total return
assumes reinvestment of dividends.
25
<PAGE> 29
AGREEMENTS WITH OFFICERS AND DIRECTORS
On October 31, 1997, the Company entered into a consulting agreement with Mr.
Madar. The agreement's term runs from November 3, 1997 to October 31, 1999 and
provides for payments of $25,000 per quarter, plus reimbursement of certain
expenses, for the term of the agreement.
Nordson has agreed to provide Mr. Campbell with supplemental pension benefits in
order to restore some of the benefits he would have received if he had remained
with his former employer. Mr. Campbell will be a participant in the Nordson
Salaried Employees' Pension Plan described on page 22, but his benefits under
this plan will be modified to recognize his prior service with his former
employer. His "average annual compensation" under this plan will be determined
as the average of his compensation during his 36 consecutive highest paid months
(instead of 60), and he will be eligible for the full pension benefit at age 60.
He may retire prior to age 60 commencing at age 55, but his benefit will be
reduced 5% per year for retirement before age 60. His benefit will also be
reduced by the amount of any pension benefit payment he receives from the
pension plan of his former employer. Mr. Campbell had 11 years of employment
with his former employer.
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. The amount of the benefit is equal to a
percentage of his highest annual 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. The benefit will also be reduced by 5% per
26
<PAGE> 30
year for retirement before age 60. The benefit may, at Mr. Jackson's election,
be paid in a lump sum or in any other form permitted under the Salaried
Employees' Pension Plan. Mr. Jackson had 14 years of employment with his former
employer.
On October 30, 1998 the Committee approved Employment Agreements with the
Officers that would be effective upon a change of control of the Company. These
agreements specify events constituting a change in control, as well as certain
circumstances in which a change in control may be "undone."
Upon occurrence of a change in control, the agreements will provide for a 24
month contract period during which the officer is to hold substantially the same
position with the same duties and responsibilities as immediately prior to the
change in control. Each agreement will provide that total compensation is to
continue during the contract period at a level not less than the level in effect
immediately prior to the change in control (or on the date two years prior to
the change in control, if higher) and for continued participation in benefit
plans applicable to executive personnel.
In addition, if following a change in control the officer's employment is
terminated by the company without cause or by the executive for "good reason"
(even if termination occurs after expiration of the 24 month contract period),
then the officer is to be provided supplemental retirement benefits which
reflect an additional five years of age and service credit under the Company's
Salaried Employees Pension Plan and the Excess Defined Benefit Plan, if the
officer is eligible to participate in that Plan.
Further, if the officer's employment is terminated without cause or by the
officer for "good reason" during the 24 month contract period, the officer will
receive severance compensation until the later of the expiration of the 24 month
contract period or the date which is not less than twelve months (24 months for
Mr. Campbell) after the
27
<PAGE> 31
termination of employment. Total compensation is to be continued in effect as
well as coverage under certain of the Company's benefit plans, including
continued service credit under the Company's Salaried Employees' Pension Plan
and the Excess Defined Benefit Plan, if applicable.
An officer is to use reasonable efforts to seek other suitable employment, and
the Company's obligation to provide continued payments of total compensation and
benefits is offset in some circumstances by compensation and benefits provided
by a subsequent employer.
As a condition of receiving payments, the officer must not disclose confidential
information relating to the Company or its business and is subject to certain
noncompetition restrictions.
The agreements also provide for a tax gross-up payment to any Officer, in the
event payments under the agreements are deemed excess parachute payments under
applicable tax regulations and require the payment of excise taxes, in such
amounts as are necessary to put the Officer in the same position as if such tax
were not imposed.
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.
28
<PAGE> 32
INDEPENDENT AUDITORS
Ernst & Young LLP has been appointed as Nordson's independent auditors for the
fiscal year ending October 31, 1999. 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 November 1, 1998.
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on January 13, 1999 are entitled
to vote at the meeting. On that date, a total of 16,660,662 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
29
<PAGE> 33
distributed among the nominees in accordance with the judgment of the persons
named in the proxy card.
Under Ohio law, directors are elected if they receive the greatest number of
votes of shareholders 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 3 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 any nominee will be unable or will decline to serve as a director.
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 for receipt
on or before October 1, 1999. Additionally, a shareholder may submit a proposal
for consideration at next year's Annual Meeting of Shareholders, but not for
inclusion in next year's Proxy Statement, if that proposal is submitted on or
between December 12, 1999 and January 11, 2000. For business to be properly
requested by a shareholder to be brought before an annual meeting of share-
30
<PAGE> 34
holders, the shareholder must comply with all of the requirements of Nordson's
Regulations, not just the timeliness requirements described above.
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 November 1, 1998, is being mailed to shareholders of record
with this Proxy Statement.
For the Board of Directors
WILLIAM D. GINN
Secretary
January 29, 1999
31
<PAGE> 35
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN
YOUR PROXY.
<PAGE> 36
- - -------------------------------------------------------------------------------
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<TABLE>
<S> <C> <C>
P At the Annual Meeting of Shareholders of NORDSON CORPORATION to be held on
March 11, 1999, and at any adjournment, WILLIAM P. MADAR, EDWARD P.
R CAMPBELL, and EVAN W. NORD, and each of them, with full power of
substitution and resubstitution, are hereby authorized to represent me and
O vote all my shares on the following matters:
X 1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
Y (except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE
NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, BUT YOU NEED NOT MARK ANY BOXES 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. Unless otherwise specified
above, this Proxy will be voted FOR the election as Directors of the
nominees noted on the reverse side.
Date __________________________, 1999
-------------------------------------
-------------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
- - -------------------------------------------------------------------------------
Proxy Card
<PAGE> 37
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
TO: KEY TRUST COMPANY OF OHIO, N.A., 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 Plan on the
record date at the Annual Meeting of Shareholders of NORDSON CORPORATION to
be held on March 11, 1999, and at any adjournment, on the following
matters:
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES. Unless otherwise specified above, the shares credited to your
account will be voted by the Trustee in the same proportions as it votes
shares for which it receives express instructions.
Date ___________________, 1999
------------------------------
------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
- - --------------------------------------------------------------------------------
Proxy Card
<PAGE> 38
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
TO: KEY TRUST COMPANY OF OHIO, N.A., 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 Plan on the
record date at the Annual Meeting of Shareholders of NORDSON CORPORATION to
be held on March 11, 1999, and at any adjournment, on the following
matters:
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES. Unless otherwise specified above, the shares credited to your
account will be voted by the Trustee in the same proportions as it votes
shares for which it receives express instructions.
Date ___________________, 1999
------------------------------
------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
- - --------------------------------------------------------------------------------
Proxy Card
<PAGE> 39
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
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 Plan on the
record date at the Annual Meeting of Shareholders of NORDSON CORPORATION to
be held on March 11, 1999, and at any adjournment, on the following
matters:
- - -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES. Unless otherwise specified above, the shares credited to your
account will be voted by the Trustee in the same proportions as it votes
shares for which it receives express instructions.
Date ___________________, 1999
------------------------------
------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
- - -------------------------------------------------------------------------------
Proxy Card
<PAGE> 40
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
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 Plan on the
record date at the Annual Meeting of Shareholders of NORDSON CORPORATION to
be held on March 11, 1999, and at any adjournment, on the following
matters:
- - --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES. Unless otherwise specified above, the shares credited to your
account will be voted by the Trustee in the same proportions as it votes
shares for which it receives express instructions.
Date ___________________, 1999
------------------------------
------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
- - --------------------------------------------------------------------------------
Proxy Card
<PAGE> 41
NORDSON CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 1999
-----------------------------------------------------------
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 Plan on the
record date at the Annual Meeting of Shareholders of NORDSON CORPORATION to
be held on March 11, 1999, and at any adjournment, on the following
matters:
- - -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of four Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed below.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THOUGH THE NOMINEE'S NAME LISTED BELOW.
Dr. Glenn R. Brown Dr. Anne O. Krueger Eric T. Nord Benedict P. Rosen
2. Any other matter that may properly come before this meeting.
(Continued and to be signed on reverse side)
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES. Unless otherwise specified above, the shares credited to your
account will be voted by the Trustee in the same proportions as it votes
shares for which it receives express instructions.
Date ___________________, 1999
------------------------------
------------------------------
Signature(s) of shareholder(s)
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.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE -- NO POSTAGE NECESSARY.
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Proxy Card
