TwoFour current directors, Tod E. CarpenterMichael J. Hoffman, Douglas A. Milroy, Willard D. Oberton, and Ajita G. Rajendra, and one new director nominee, Pilar Cruz,John P. Wiehoff, are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 8-9.8-13. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders.

As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is providing our stockholders with an advisory (non-binding) vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending July 31, 2018,2020, and is requesting ratification by theour stockholders.

BecauseYou received this Proxy Statement because the Board of Directors ("Board") of the Company is soliciting proxies for use at the Annual Meeting to be held on November 17, 201722, 2019, and you were a Donaldson stockholder as of the close of business on the record date of September 20, 2017.23, 2019. Only stockholders of record are entitled to vote at the Annual Meeting and the Board of Directors is soliciting your proxy to vote at the meeting.vote. We had 129,904,887126,194,547 shares of common stock outstanding as of the close of business on the record date. Each share entitles its holder to one vote, and there is no cumulative voting.

This Proxy Statement summarizes the information you need to know to vote. We first mailed or otherwise made available to stockholders the Proxy Statement and form of proxy on or about October 3, 2017.8, 2019.

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this Proxy Statement and our Fiscal 20172019 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. Such notice also instructs you as to how you may submit your proxy on the internet. By accessing and reviewing the proxy materials on the internet, you will save us the cost of printing and mailing these materials to you and reduce the impact of such printing and mailing on the environment. However, ifIf you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting such materials provided in the Notice of Internet Availability of Proxy Materials.

The table below summarizes the proposals that will be voted on, the vote required to approve each item, voting options, how votes are counted and how the Board recommends you vote:

If you are a stockholder of record you may vote using any ONE of the following methods:methods. By:

You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice Regarding theof Internet Availability of Proxy Materials or your proxy card to enter the Annual Meeting. We

We have added the shares of common stock held by participants in Donaldson’s employee benefit plans to the participants’ other holdings shown on their proxy materials. Donaldson’s employee benefit plans are the Employee Stock Ownership Plan, the PAYSOP, and the Donaldson Company, Inc. Retirement Savings Plan (the “401(k) Plan”).

If you participate in the Donaldson Dividend Reinvestment Program or in the Donaldson Employee Stock Purchase Program administered by the transfer agent, your shares in those programs have been added to your other holdings and are included in your proxy materials.

If your shares are held in “street name” in a brokerage or bank account in your broker’sbroker's name (street name) you should follow the voting directions provided by your broker or nominee. If you do so, your broker or nominee will vote your shares as you have directed.

If you are a stockholder of record you canYou may change or revoke your proxy at any time before it is voted at the meeting by:by using any of the following methods:

If your shares are held in a brokerage account in your broker’s name (street name), you should contact your broker or nominee for information on how to change or revoke your voting instructions and provide new voting instructions.

At least a majority of the shares outstanding as of the record date must be present to establish a quorum, which is necessary for the meeting to be valid. We will count you as present if you:

We do not know of any business to be considered at the 2017 Annual Meeting of Stockholders other than the proposals described in this Proxy Statement. If any other business is properly presented at the Annual Meeting, your shares will be voted by the holders of the proxies in their discretion.

We will publish the voting results in a Form 8-K to be filed with the SEC within four business days of the meeting.

If you wish to include a proposal in the Company’s Proxy Statement for its 20182020 Annual Meeting of Stockholders, you must submit the proposal in writing so that it is received no later than June 5, 2018.10, 2020. Please send your proposal to Amy Becker, Secretary, Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299.

Under our Bylaws, if you wish to nominate a director or bring other business before the stockholders at our 20182020 Annual Meeting without having your proposal included in our Proxy Statement:

The following table sets forth information as to entities that have reported to the SEC or have otherwise advised the Company that they are a “beneficial owner,” as defined by the SEC’s rules and regulations, of more than 5% of the outstanding common stock of the Company based on the number of shares of common stock outstanding on September 20, 2017.23, 2019.

The following table shows information regarding the beneficial ownership of the Company’s common stock, beneficially owned, as of September 6, 2017,23, 2019, by each director, nominee for director, each of the Named Executive Officers (“NEOs” as identified on page 24)25) and all current executive officers (“Officers”) and directors as a group. The shares listed in the table as beneficially owned include (i) shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares; (ii) deferred stock units that have vested and been deferred, as to which the beneficial owner has no voting or investment power; and (iii) shares subject to options exercisable within 60 days of September 6, 2017.23, 2019. Except as otherwise indicated, the named beneficial owner has sole voting and investment power with respect to the shares held by such beneficial owner, and the shares are not subject to any pledge.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors and Officers to file initial reports of ownership and reports of changes in ownership with the SEC. To the Company’s knowledge, based on a review of copies of such forms and representations furnished to the Company during fiscal 2017,2019, all Section 

The Bylaws of the Company provide that the Board of Directors shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board of Directors currently consists of 10 directors. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting of Stockholders.

The directors with terms expiring at the 20172019 Annual Meeting of Stockholders are Tod E. Carpenter, Jeffrey NoddleMichael J. Hoffman, Douglas A. Milroy, Willard D. Oberton, and Ajita G. Rajendra. Mr. Noddle is not standing for re-election when his term ends. The Board has nominated Pilar Cruz as a nominee for election to the Board. Ms. Cruz is standing for election by stockholders for the first time at the Annual Meeting. Ms. Cruz was identified as a candidate by a non-employee director on the Board. The Corporate Governance Committee performed a thorough evaluation of Ms. Cruz’s qualifications following the Company’s specific guidelines and qualification standards prior to nominating her for election to the Board. John P. Wiehoff.

The Corporate Governance Committee and the Board of Directors reviewed and considered the qualifications and service of Messrs. CarpenterMichael J. Hoffman, Douglas A. Milroy, Willard D. Oberton, and RajendraJohn P. Wiehoff and approved their nomination to stand for re-election to the Board.

Each of the nominees has agreed to serve as a director if elected. The Board of Directors has no reason to believe that any of the nominees will be unavailable or unable to serve, but in the event a nominee is not a candidate at the meeting, the persons named in the proxy intend to vote in favor of the remaining nominee or nominees and such other person or persons, if any, as they may determine.

The director nominees and the directors whose term in office will continue after the meeting have provided information about themselves in the following section. SEC rules require us to briefly discuss briefly the specific experience, qualifications, attributes, or skills that led the Board to conclude that each director nominee and director should serve on our Board of Directors. This discussion is provided in a separate paragraph following each director’s biography in the following sections.

Our Corporate Governance Guidelines provide that a significant majority of our directors will be non-employee directors who meet the independence requirements of the NYSE. The Corporate Governance Guidelines also require that our Corporate Governance, Audit, and Human Resources Committees be comprised entirely of non-employee directors who meet all of the independence and experience requirements of the NYSE and SEC.

The Board has established the following independence standards consistent with the current listing standards of the NYSE for determining independence:

A director will not be considered independent if, within the preceding three years:

Our Board, of Directors, upon the recommendation of the Corporate Governance Committee, has adopted a written Related Person Transaction Policy. This policy delegates to our Audit Committee responsibility for reviewing, approving, or ratifying transactions with certain “related persons” that are required to be disclosed under the rules of the SEC. Under the policy, a “related person” includes any of the directors or officers of the Company, certain stockholders and members of their immediate family.

Our Related Person Transaction Policy applies to transactions that involve a related person where we are a participant and the related person has a material direct or indirect interest. Certain types of transactions have been evaluated and preapproved by the Board under the policy:

Our Corporate Governance Guidelines provide for the roles of Chairman of the Board of Directors and Chief Executive Officer ("CEO"). The Board may, but is not required to, separate the offices of Chairman of the Board and CEO. This allows the Board to exercise its judgment to determine whether the roles should be separate or combined based on the Company’s needs and the Board’s assessment of the Company’s leadership at any point in time. Our Corporate Governance Guidelines provide that, whenever the position of Chairman is not held by an independent director, the Board will appoint an independent director to serve as the Lead Director.

On August 1, 2017, the Board announced that it appointed our CEO, Mr.Tod Carpenter serves as both Chairman of the Board effective atand CEO. Since the Annual Meeting. Mr. Carpenter will replace Mr. Noddle, whoposition of Chairman is not standing for re-election at the Annual Meeting. At the same time,held by an independent director, the Board appointed Mr.Willard Oberton, the Chair of the Corporate Governance Committee, to serve as our independent Lead Director, also effective at the Annual Meeting. The Board determined to appoint Mr. Carpenter as Chairman after considering the leadership skills and experience he has gained since becoming CEO in 2015.Director.

In considering this change in leadership, theThe Board and its Corporate Governance Committee considered that all directors, other than Mr.Tod Carpenter, are independent, all committees are comprised solely of independent directors, and the Board would retainretains strong independent leadership through the independent Lead Director. The Lead Director’s duties include coordinating the activities of the independent directors, setting the agenda for and moderating executive sessions of the Board’s independent directors, and facilitating communications among the independent members of the Board. In performing these duties, the Lead Director is expected to consult with the Committee Chair of the appropriate CommitteesCommittee and solicit their participation in order to avoid diluting the authority or responsibilities of such Committee Chairs.

The independent directors meet in executive session at every Board and Committee meeting, and have the authority to ensure that the proper balance of power, authority, and transparency is maintained in all aspects of governance at the Company. We further believe that our Board leadership structure effectively supports the risk oversight function of our Board.

Our Board of Directors has responsibility for the oversight of risk management. The Board, either as a whole or through its Committees, regularly discusses with management the Company’s risk assessments and risk management procedures and controls.

Our Board is kept abreast of the risk oversight efforts by its Committees through regular reports to the full Board by our Committee Chairs.

There were six meetings of the Board of Directors in fiscal 2017.2019. Each director attended at least 75% of the aggregate of all meetings of the Board and its Committees on which she or he served during the year. It is our policy that directors are expected to attend our Annual Meeting of Stockholders. Last year, all individuals then serving as directors attended the Annual Meeting of Stockholders.

TheOur Board of Directors has three Committees:

The review of our executive compensation program for fiscal 2017 and for fiscal 2018 was completed by Mercer and Willis Towers Watson, respectively. Below is a summary of different services provided and associated fees received by Mercer and Willis Towers Watson.Watson in fiscal 2019.

Our Corporate Governance Committee oversees the process for identifying and evaluating candidates for the Board of Directors.Board. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s stockholders. General and specific guidelines for director selection and qualification standards are detailed in the Corporate Governance Guidelines. The Committee will consider nominations from stockholders under these standards if the nominations are timely received as described in this Proxy Statement.

The Bylaws of the Company provide that the Board of Directors shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board of Directors has currently established the number of directors constituting the entire Board at 10. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting of Stockholders. Based on a recommendation from the Corporate Governance Committee, each year the Board will recommend a slate of directors to be presented for election at the Annual Meeting of Stockholders.The Corporate Governance Committee will consider candidates submitted by members of the Board, director search firms, executives, and our stockholders, and the Committee will review such candidates

representing the long-term interests of the Company’s stockholders. The Committee reviews and discusses director candidates on a regular basis at its Committee meetings. In identifying and recommending candidates for nomination by the Board as a director of Donaldson, the Committee will consider appropriate criteria, including current or recent experience as a Chairman of a Board, CEO or other senior management, business expertise, and diversity factors. Diversity is meant to be interpreted broadly. It includes race, gender, and national origin and also includes differences of professional experience, global experience, education, and other individual qualities and attributes. The Committee also will consider general criteria such as independence, ethical standards, a proven record of accomplishment, and the ability to provide valuable perspectives and meaningful oversight. Periodically, the Committee will work with one or more nationally recognized search firms to assist in identifying strongqualified director candidates. Candidates recommended by stockholders are evaluated in accordance with the same criteria as other candidates and recommendations should be submitted by following the same procedures as required to formally nominate a candidate.

Our Bylaws provide that if a stockholder proposes to nominate a candidate at the Annual Meeting of Stockholders, the stockholder must give written notice of the nomination to our Secretary in compliance with the applicable deadline for submitting stockholder proposals for the applicable Annual Meeting. The stockholder’s notice must set forth as to each nominee all information relating to the person whom the stockholder proposes to nominate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). No stockholders submitted director nominations in connection with this year’s meeting.

Our independent directors meet in executive session without management present at each Board meeting. Likewise, all Board Committees regularly meet in executive session without management. The Board and each Committee conducted an evaluation of its respective performance in fiscal 2017.2019.

The Company’s compliance helpline is in place for our employees and others to direct their concerns to the Audit Committee, on a confidential and anonymous basis, regarding accounting, internal accounting controls, and auditing matters.

In addition, we have adopted procedures for our stockholders, employees, and other interested parties to communicate directly with the members of the Board of Directors.our Board. You canmay communicate by writing to the Chairman of the Board, the Chair of the Audit Committee, the Chair of the Corporate Governance Committee, the Chair of the Human Resources Committee, the independent directors as a group, or the full Board, in the care of the office of the Secretary, Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299.

In addition to meeting the independence requirements of the NYSE and the SEC, all members of the Audit Committee have been determined by the Board to meet the financial literacy requirements of the NYSE’s listing standards. The Board also has designated John Wiehoff and Andrew Cecere as Audit Committee financial experts as defined by SEC regulations.

In accordance with federal law, the Audit Committee has adopted procedures governing the receipt, retention, and handlingtreatment of complaints regarding accounting, internal controls, and auditing matters. These procedures include a means for employees to submit concerns on a confidential and anonymous basis through the Company’s compliance helpline.

Annual compensation for our non-employee directors is designed to attract and retain highly qualified leaders and to provide equity-based compensation that aligns director compensationalign with the long-term interests of our stockholders. Annual compensation forOur non-employee director compensation is comprised of board retainers, committee fees, and committee retainers and a stock option grant.equity awards as defined under the Company's Compensation Plan for Non-Employee Directors ("Non-Employee Director Plan"). Additionally, our non-employee directors are subject to a stock ownership requirement which requires them to own shares equal to five times their annual retainer$400,000 and the ownership requirement must be achieved within five years of their election as a director. The stock ownership requirement for non-employee directors was increased from five times the annual Board retainer to a fixed amount of $400,000 in January 2019. As of the end of fiscal 2017,2019, each non-employee director who had been a director for five years had met his or her ownership requirement.

Overall, the review indicated that our non-employee director compensation program is aligned with market trends. Cash compensation is belowcompetitive to market. As recommended by Willis Towers Watson, the median offollowing adjustments were approved by the peer group and equity compensation is above the median of the peer group. The review also concluded that modest adjustments should be madeHuman Resources Committee to certain of the annual committee retainers to better align with leading market data, which changes will bepractices:

ANew non-employee director who is newlydirectors appointed to the Board during the fiscal year will receive a prorated annual retainer based on the effective date of the director’s election to the Board.

Any amount deferred into a deferred cash account made after December 31, 2010amount will accrue an interest equal to the ten-year Treasury Bond rate. Deferrals made on or prior to December 31, 2010 will be credited with interest at a rate equal to the ten-year Treasury Bond rate plus 2%.

We achieved record sales and Performance-based Compensation Implications

Incentive programs for our NEOsOfficers are designed to link directly to our CompanyCompany's performance based on key financial metrics. The targetperformance achievements shown below for each measure reflects theour annual and long-term incentive awards that concluded in fiscal 2017 financial plan that was approved by the Company's Board. The table below illustrates the actual performance, excluding acquisitions completed during the fiscal year,2019 are discussed in greater detail, including pertinent adjustments, starting on page 30.

Payouts underCompared with our initial plan, a notable portion of the Long-Term Compensation Plan, one componentvariance came from incremental currency translation headwinds and uneven customer demand related to macro-economic uncertainty in global trade and the geopolitical environment. These cyclical trends were addressed with incremental cost controls and acceleration of our long-term incentives,cost-reduction initiatives, which position us well for future profit expansion.

To further support profitable growth, we invested nearly $62 million in R&D and $150 million of capital in fiscal 2019. We are based ondeveloping advanced filtration technology, including intelligent filtration products and services, and much of the Company’s achievementcapital was used for capacity expansion around the world. In addition to the record level of ROI and net sales growth objectives overcapital expenditures in fiscal 2019, we also invested $96 million to acquire an 88 percent share of BOFA LTD in the United Kingdom. BOFA is a three-year performance cycle. For the performance cycle beginning August 1, 2014 and ended July 31, 2017, our average net sales decreased by 1.4%; therefore net sales growth was below the minimum threshold. Our average ROI over that period was 18.0%, which therefore was slightly below target. The payoutsstrong strategic addition to our NEOsIndustrial segment, bringing complementary product offerings in stable, growing markets.

During fiscal 2019, we returned approximately $229 million to stockholders through dividends and share repurchases. We raised the quarterly dividend 10.5 percent during the year, which is the 24th consecutive year of annual increases. This long trend of growing our dividend qualified us for inclusion in the cycle ended July 31, 2017 ranged from 13%S&P High-Yield Dividend Aristocrats Index in early 2016. We repurchased two percent of outstanding shares in fiscal 2019, reflecting a total investment of $129 million and keeping with our multi-decade trend of share count reduction.

We remain clear on our strategic and operational priorities, and we remain committed to 21% of target. For more details refer to the Long-Term Incentives section.delivering strong returns and creating value for our stockholders.

The HR Committee has the authority to retain an independent compensation consultantsconsultant to assist in the analysis of our executive compensation program. The HR Committee is also assisted in performing its duties by our Human Resources Department and seeks input from the CEO on compensation recommendations for other Officers. Effective March 2017, the CEO's direct reports. The HR Committee engaged Willis Towers Watson as its executive compensation consultant to advise the HR Committee on matters related to executive compensation for our Officers. Prior to this date, the Committee retained Mercer as its independent executive compensation consultant.

Willis Towers Watson disclosed to the HR Committee other services it provides to the Company, including being engaged by management as the Company’s benefits broker since 2015 (breakout of services provided by Willis Towers Watson is included on page 17.18). In assessing the independence of Willis Towers Watson, the HR Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company, and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the HR Committee.

The primary elements of our executive compensation program consist of base salary, annual cash incentive, long-term incentives, and benefits.

It is a key principle of our executive compensation program that a significant portion of an Officer’s compensation is performance-based, and the performance-based compensation is proportionally increased based on position level in the Company. Our performance-based awards consist of the annual cash incentive and long-term incentives. The following is the compensation mix at target awarded by the HR Committee for fiscal 2017:2019:

The Company’s financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal 2017 Company's2019 Company performance, actual total direct compensation earned for fiscal 20172019 was above the target levels established for our NEOs. The following table shows a direct correlation between our NEOs' compensation and Company's performance with above target level results in the fiscal 2017 and below target level in fiscal 2016:

For fiscal 2019, our annual incentive plans for Officers were reviewed and approved by the HR Committee at its September 2018 meeting. The following areplan provided that incentive targets and achievement can exclude items related to changes in tax laws, accounting rule changes, and acquisitions if approved by the HR Committee.

The table below describes performance targets and actual results (excluding acquisitions completed during the fiscal year) for fiscal 20172019 overall Company performance measures:measures. We concluded the fiscal year with payouts ranging from 51% to 69% of target for the NEOs. In connection with approving the payouts for fiscal 2019 incentive related to financial measures, the HR Committee approved the following adjustments:

During fiscal 2017,2019, the following long-term incentive awards were granted to our NEOs:

The Long-Term Compensation Plan ("LTCP") awards for the fiscal 2017-20192019-2021 performance cycle (August 1, 20162018 through July 31, 2019)2021) were approved at the September 2016 Human Resources2018 HR Committee meeting. The annual stock option awards were granted on December 16, 2016,September 21, 2018, vest ratably over three years, and have an exercise price of $42.72,$59.18, the closing stock price on the date of the grant.

Based on competitive market data, the HR Committee establishes each new award,awards, including the financial performance objectives, the award matrix, and payout targets (the number of performance units), for each Officerour Officers annually. The target number of performance units wasis based on that award value divided by the twelve-monthCompany's three-month weighted average Company closing stock price atclosest to the end of the fiscal year.September HR Committee meeting.

The Long-Term Compensation PlanLTCP utilizes two performance measures that the HR Committee believes are key to the creation of stockholder value: growth in net sales and ROI. These targets are approved by the HR Committee at the beginning of each performance cycle based on a three-year growth projection. ROI must meet the threshold performance level in order for a payout to be achieved. The HR Committee believes it is a key objective for the Company to maintain a certain level of ROI for our stockholders when economic conditions result in sales growth that is below the threshold.stockholders. The ROI threshold performance level must be achieved to deliver a payout. Therefore, a payout range between 10% and 50% of target is available based on achievement of predetermined threshold ROI results when sales growth isand below threshold performance.attainment for net sales.

Awards for Officers with corporate responsibility are based on overall Company growth in net sales and ROI. AwardsThe HR Committee defines the key financial performance measures at the beginning of each performance cycle. The performance measures are subject to adjustments for Officers with business segment responsibility are based 50% on their business segment results for net salesthe impact of changes in tax laws, restructuring costs, and ROI and 50% on overall Company results. As established byacquisitions (as applicable) at the Committee, business segments can have different net sales and ROI target goals from the overall Company goals.

The Committee defined each of the financial performance measures as the corresponding GAAP measure, adjusted for the impact of changes in U.S. tax laws, restructuring costs, and the impact of acquisitions completed during the fiscal year. For the fiscal 2015-2017 performance cycle, there were no adjustments in the calculation of the performance measures.

For stock options granted prior to fiscal 2011, awards provided to an Officer within the first five years of being named an Officer had a reload provision. This provision provided a new option grant to be established upon exercise of the original grant. Reload stock options are automatically granted under the terms of the original stock option agreement to which they relate and no further action of the Committee is required. The reload stock option is granted for the number of shares tendered as payment for the exercise price and tax withholding obligation. The option grant price of the reload option is equal to the market price of the stock on the date of exercise and will expire on the same date as the original option. Stock options that are currently granted to Officers do not have a reload provision.

Effective September 2018, the Committee approved the use of restricted stock units (RSUs) instead of restricted stock awards, for the same circumstances described above. RSUs generally have a five-year cliff vesting schedule. Dividendsvest over three years in one-third increments beginning on the first anniversary of the grant date. Award recipients are paid in cash on restricted stockeligible to accrue dividend equivalent units during the vesting period. All dividend equivalent units are subject to the same vesting condition as the underlying RSUs. The Committee determined that the transition to RSUs better aligned with leading market practices. None of the NEOs received a RSU award in fiscal 2019.

We provide a competitive total compensationrewards program to our key executive leadership,Officers, including indirect compensation such as health and welfare benefits and retirement benefits. The following benefits are provided to our NEOs.Officers.

For details on these plans, refer to the Pension Benefits Table and narrative and the Non-Qualified Deferred Compensation Table and narrative.

In December 2016,We provide the Committee approvedfollowing benefits to our Officers to enhance competitive advantage for the organization as well as to minimize business disruptions.

Except for thisthese annual executive physical program,and executive education programs, we do not offer any other perquisites to executives that are not available to our employees.

The Company has entered into a "double trigger" Change in Control Agreement (“CIC Agreement”) with each of our Officers. Other than the CIC Agreements, we do not have any employment contracts with our NEOs.

In July 2019 the Company formalized and adopted its current clawback policy. All annual and long-term incentive awards held by executive officers are subject to forfeiture and/or recoupment in the event of a qualifying termination.

The Committee has established above-market stock ownership requirements for our Officers thatOfficers. This requirement links a significant portion of their personal holdings to the Company’s long-term success and further aligns Officers' interests to those of our stockholders. The Committee has established stock ownership requirements for our Officers, in comparison tois defined based on common market practice by our peer group and companies of similar size. At its July 2017 meeting,Our requirement levels remain unchanged from the Committee reviewed the stock ownership requirement and modified the requirement for our CFO from 3 times base salary to 5 times base salary to better reflect the scope and responsibility of the role. The requirement level for all other roles remain the same as in prior years.year.

The Committee reassessed the definition ofdefines ownership at its July 2017 meeting and approved the following changes:as follows:

The CompanyCompany's Hedging and Pledging Policy prohibits the Company’s directors and Officers from engaging in a hedge of Company stock, which includes any instrument or transaction through which the Directordirector or Officer offsets or reduces exposure to the risk of price fluctuations in Company stock. The policy does not restrict hedging by non-Officer employees or by designees of directors or Officers, or hedging securities indirectly owned. The policy also prohibits pledges of Company stock (e.g., as collateral for a loan or by holding Company securities in a margin account) by Directorsdirectors or Officers.

The Committee monitors any changes in regulations when reviewing the various elements of our executive compensation program. Section 162(m) of the Internal Revenue Code imposes a $1 million limit on deductibility of compensation for any "covered employees". The Committee generally disallows federalintends to continue to comply with the requirements of Section 162(m) as it existed prior to the tax deductions forreform legislation with respect to performance-based compensation in excess of $1 million paid to the CEO and the next three highest paid Officers (other than the CFO) whosepayable under outstanding awards granted before November 2, 2017, including incentive compensation is required to be reported in the Summary Compensation Table of the Proxy Statement. Certain performance-based compensation is not subject to this deduction limitation.

The Company has reviewed and assessed the risks arising from its compensation plans. We determined that our compensation programs, policies, and practices for our employees are not likely to have a material adverse effect on the Company. In making this determination, we took into account the compensation mix for our employees along with the various risk control features of our programs, including balanced performance targets, stock ownership guidelines, and appropriate incentive caps.

The following table summarizes compensation awarded to or earned by individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal 20172019 and each of the other three most highly compensated Officers who served in such capacities as of July 31, 2017.2019.