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 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
DONALDSON COMPANY, INC.
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(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.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
[LOGO](TM)
DONALDSON(R)
DONALDSON COMPANY, INC.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TIME: 10:00 a.m., central time, Friday, November 21, 199720, 1998
PLACE: The Conference Center at Atrium Center, 3105 E. 80th Street,
Bloomington, Minnesota.
ITEMS OF (1) Election of twothree directors;
BUSINESS:
(2) AmendmentApproval of the Company's Certificate of Incorporation to
increase the number of authorized shares of Company
Common Stock from 40,000,000 to 80,000,000;
(3) Ratificationappointment of Ernst & Young LLP as independent
auditors of the Company;
(3) Amendment of the Company's 1991 Master Stock Compensation
Plan; and
any other business that properly comes before the meeting.
RECORD DATE: Stockholders of record at the close of business on September 26, 199725,
1998 are entitled to notice of and to vote at the meeting or any
adjournment. A list of such stockholders will be available prior
to the meeting at the office of the Company, 1400 West 94th
Street, Minneapolis, Minnesota for examination by any such
stockholder for any purpose germane to the meeting.
By Order of the Board of Directors
Norman C. Linnell
SECRETARY
Dated: October 14, 19971998
- --------------------------------------------------------------------------------
IMPORTANT
YOU CAN HELP US PREPARE FORSTOCKHOLDERS ARE ENCOURAGED TO VOTE THEIR PROXY BY TELEPHONE AS DESCRIBED IN THE
MEETING AND ELIMINATE EXTRA EXPENSE --
WHETHER YOU HAVE A FEW SHARESENCLOSED TELEPHONE VOTING INSTRUCTIONS OR MANY -- IF YOU WILL COMPLETEDATE, SIGN AND RETURN THE ENCLOSED
PROXY PROMPTLY. YOUR PROMPT REPLY WILL ELIMINATE EXTRA EXPENSE IN SOLICITING YOUR PROXY.THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------
DONALDSON COMPANY, INC.
1400 WEST 94TH STREET
MINNEAPOLIS, MINNESOTA 55431
-----------------------------------------------------
PROXY STATEMENT
MAILING DATE OCTOBER 14, 1997
------------------------1998
-----------------------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Donaldson Company, Inc. (the "Company") for use at the Annual Meeting of
Stockholders to be held on November 21, 1997,20, 1998, and at any adjournments thereof.
The person signing a proxy may revoke it any time before it is exercised. Each
valid proxy received prior to the meeting will be voted according to the
stockholder's directions. If no direction is given, such proxies will be voted
in favor of (1) the nominees for directors identified herein, (2) approving the
amendment to the Company's Certificate of Incorporation describedauditors named herein, and (3) approving the auditors namedamendment to the 1991 Master Stock
Compensation Plan described herein.
The cost of this solicitation of proxies will be borne by the Company. In
addition to solicitation of proxies by the use of the mails, there may be
incidental personal solicitations by telephone, special communications or in
person, by officers, directors and regular employees of the Company who will not
receive additional compensation therefor. The Company will reimburse banks,
brokerage firms and other nominees, custodians and fiduciaries for reasonable
expenses incurred by them in sending proxy materials and annual reports to the
beneficial owners of stock. The Company has engaged Morrow & Co., Inc. to assist
in proxy solicitation for an estimated fee of $5,000 plus out-of-pocket
expenses. This proxy statement and the accompanying proxy are first being mailed
to stockholders on or about October 14, 1997.1998.
VOTING SECURITIES
Stockholders of record as of the close of business on September 26, 199725, 1998
will be entitled to vote at the meeting. The Company then had approximately
24,732,38547,587,174 shares of Common Stock outstanding, each of which entitles its holder
to one vote. Representation at the meeting of a majority of the outstanding
shares is required for a quorum.
If an executed proxy card is returned and the stockholder has abstained
from voting on any matter or, in the case of the election of directors has
withheld authority to vote with respect to any or all of the nominees, the
shares represented by such proxy will be considered present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote, but
will not be considered to have been voted in favor of such matter or, in the
case of the election of directors, in favor of such nominee or nominees. If an
executed proxy is returned by a broker holding shares in street name which
indicates that the broker does not have discretionary authority as to certain
shares to vote on one or more matters, such shares will be considered present at
the meeting for purposes of determining a quorum, but will not be considered to
be represented at the meeting for purposes of calculating the vote with respect
to such matter.
Shares of Common Stock credited to the accounts of participants in the
Automatic Dividend Reinvestment Program of the Company have been added to the
participants' other holdings and included in the enclosed proxy. Participants in
the Company's employee benefit plans are entitled to instruct the plan trustee
as to how to vote all shares of Donaldson Common Stock allocated to their
accounts under the plans as of the record date, and will receive a separate
voting instruction card for votingdirecting the plan trustee to vote such shares.
Shares for which the
trustee receives no voting instructions from participants, including
unallocated shares held in the Company's employee stock ownership plan
("ESOP"), will be voted by the trustee in the same proportion as shares for
which instructions are received.1
SECURITY OWNERSHIP
Set forth below is information regarding persons known by the Company to
own beneficially more than 5% of the outstanding Common Stock of the Company
based on the number of shares of Common Stock outstanding on September 26,
1997:25, 1998:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------- ----------------------- --------
Donaldson Company, Inc.
Employee Stock Ownership Plan................ 3,595,409(1) 14.5%Plan ........... 5,831,138(1) 12.3%
c/o Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109
Pioneering Management Corporation............ 2,511,900(2) 10.1%Corporation ....... 4,942,200(2) 10.4%
60 State Street
Boston, MA 02109
U.S. Bancorp................................. 1,332,547(3) 5.3%
601 Second Avenue South
Minneapolis, MN 55402
- ------------------
(1) These shares are held in trust for the benefit of participants in the
Company's ESOP for which Fidelity Management Trust Company is the trustee
and claims no voting or investment power over the indicated shares.
(2) Pioneering Management Corporation is a registered investment adviser with
sole voting power with respect to all 2,511,9004,942,200 shares and shared
investment power with respect to all 2,511,9004,942,200 shares. Information is based
solely on a Schedule 13G filed with the Securities and Exchange Commission
by Pioneering Management Corporation with respect to shares held as of
December 31, 1996.
(3) U.S. Bancorp is a holding company for one or more subsidiary banks which
have sole voting power with respect to 619,616 shares; shared voting power
with respect to 412,050 shares; sole investment power with respect to
537,292 shares and shared investment power with respect to 1,332,547
shares. Information is based solely on a Schedule 13G filed with the
Securities and Exchange Commission by U.S. Bancorp with respect to shares
held as of December 31, 1996.
1997.
The following table sets forth information as of July 31, 1998, regarding the
beneficial ownership of the Company's Common Stock by each director, each of the
Named Officers (as hereinafter defined) and all executive officers and directors
of the Company as a group. Except as otherwise indicated, the named beneficial
owner has sole voting and investment power with respect to the shares held by
such beneficial owner.
TOTAL PERCENT EXERCISABLE
NAME OF INDIVIDUAL OR GROUP SHARES (1)SHARES(1) OF CLASS OPTIONS (1)
-OPTIONS(1)
--------------------------- ------------------- -------- -----------
William G. Van Dyke................ 415,853Dyke ................... 821,062 1.7 236,493454,736
Nickolas Priadka................... 111,127Priadka ...................... 244,077 * 54,265
Thomas A. Windfeldt................ 81,182119,011
William M. Cook ....................... 99,937 * 41,17750,017
James R. Giertz.................... 45,657Giertz ....................... 138,463 * 20,66561,324
Lowell F. Schwab................... 24,734Schwab ...................... 76,454 * 12,079
C. Angus Wurtele................... 20,625 * 10,00036,808
Kendrick B. Melrose................ 19,957Melrose ................... 43,128 * 10,00020,000
S. Walter Richey................... 19,741Richey ...................... 44,233 * 10,00020,000
Stephen W. Sanger.................. 16,088Sanger ..................... 36,379 * 10,00020,000
Jack W. Eugster.................... 13,678Eugster ....................... 31,209 * 16,000
F. Guillaume Bastiaens ................ 13,572 * 8,000
Michael R. Bonsignore.............. 11,094 * 10,000
F. Guillaume Bastiaens............. 5,760Paul B. Burke ......................... 8,843 * 4,000
Paul B. Burke...................... 3,677 * 2,000
Janet M. Dolan..................... 2,815Dolan ........................ 7,608 * 2,0004,000
John Grundhofer ....................... 3,228 * 0
Directors and Officers as a Group.. 837,169 3.4 450,354Group ..... 1,744,646 3.7 914,584
- ------------------
* Less than 1%
(1) Includes restricted shares, shares held in trust (including the ESOP
allocation for years prior to fiscal year 1997) and the shares underlying
options exercisable within 60 days, as listed under the Exercisable Options
column. The total shares for Mr. Van Dyke includes 4,1288,256 shares held by Mr.
Van Dyke's wife. The total shares for Mr. Windfeldt includes 1,800 shares
held by Mr. Windfeldt's children.his
spouse.
2
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist
of not less than three nor more than 15 directors and that the number of
directors may be fixed from time to time by the affirmative vote of a majority
of the directors. At its meeting of September 19,November 21, 1997, the Board of Directors
fixed the number of directors constituting the entire Board at eight.nine. 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 shall 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 the stockholders. The terms of Michael R.
Bonsignore, JackPaul B. Burke, Kendrick
B. Melrose and Stephen W. Eugster, William G. Van Dyke and C. Angus WurteleSanger expire at the annual meeting. Mr. Wurtele, having served five consecutive terms on the
Company's Board of Directors and having reached the limit of Board service for
non-employee directors in accordance with the Company's By-Laws, will be
retiring effective upon the conclusion of the Company's 1997 Annual Meeting. In
addition, Mr. Bonsignore, who was elected a director at the 1988 annual
meeting, has informed the Company that he has decided not to stand for
re-election for another term, and will be retiring from the Company's Board of
Directors effective upon conclusion of the 1997 Annual Meeting. Mr. EugsterBurke was
elected by the Board effective March 1, 1993in 1996, Mr. Melrose in 1991 and Mr. Van Dyke was elected by
the Board effective August 1, 1994.Sanger in 1992. It is
intended that proxies received will be voted, unless authority is withheld, FOR
the election of the nominees presented on Page 4, namely JackPaul B. Burke, Kendrick
B. Melrose and Stephen W. Eugster and William G. Van Dyke.Sanger. The election of each nominee requires the
affirmative vote of the holders of a plurality of the shares cast in the
election of directors.
The Board of Directors meets on a regularly scheduled basis. During the
past fiscal year, the Board held six meetings. Each director other than Messrs.
Bonsignore and Wurtele, who each attended 67%, attended at least
75% of the aggregate of the Board meetings and meetings of Board committees on
which each served.
served, with the exception of Mr. Burke who attended 67%.
The Board of Directors has assigned certain responsibilities to standing
committees. The Audit Committee is composed of directors F. Guillaume Bastiaens,
Janet M. Dolan, Kendrick B. Melrose, S. Walter Richey (Chairperson) and Stephen
W. Sanger, all of whom are non-employee directors. The Audit Committee held
twothree meetings during the past fiscal year. Functions of the Audit Committee
include: recommending to the Board of Directors independent public auditors for
the Company, reviewing the scope and results of the auditors' examination, and
reviewing the internal audit program, adequacy of internal controls, and
adherence to applicable legal, ethical and regulatory requirements.
The Human Resources Committee is composed of directors Michael R.
Bonsignore, Paul B. Burke, Jack
W. Eugster, John F. Grundhofer, Kendrick B. Melrose and Stephen W. Sanger
(Chairperson), and C. Angus Wurtele, all of whom are non-employee directors. This Committee held two
meetings during the past fiscal year. The functions of this committee include
review of management development, approval of compensation arrangements for
senior management and the directors and administration of the Company's stock
compensation plans.
The Committee on Directors' Affairs is composed of directors Michael R.
Bonsignore, Paul B. Burke,
Janet M. Dolan, Jack W. Eugster (Chairperson), John F. Grundhofer and S. Walter
Richey, and C. Angus Wurtele, all of whom are non-employee directors. This Committee held one meeting
during the past fiscal year. The Committee's duties are to review the
organization of the Board and its committees,
remuneration arrangements for the directors, propose to the Board a slate of
directors for election by the stockholders at each Annual Meeting and propose
candidates to fill vacancies on the Board. The Committee will consider nominees
for director recommended by stockholders. Recommendations should be addressed to
the Secretary, Donaldson Company, Inc., P.O. Box 1299, Minneapolis, MN 55440.
Any proposal by a stockholder for the nomination of a candidate for director at
the annual meeting for the election of directors is required by the Company's
Bylaws to be submitted in writing to the Secretary and received at the principal
executive offices of the Company not less than 60 days nor more than 90 days
prior to the date of the annual meeting.
The Board of Directors has no reason to believe that any nominees will be
unavailable or unable to serve, but in the event any nominee is not a candidate
at the meeting, the persons named in the enclosed proxy intend to vote in favor
of the remaining nominees and of such other person, if any, as they may
determine.
3
The table below and on the following page sets forth additional information
with respect to each nominee for election as a director and each other person
whose term of office as a director will continue after the meeting.
NOMINEES FOR ELECTION
NAME PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---- ----------------------------------------------------------------------------------------------------------------------------------------------------------
FOR A TERM EXPIRING IN 2001:
Paul B. Burke Chairman (1995), President and Chief Executive Officer of BMC Industries,
Age - 42 Inc. (manufacturer of precision imaged and optical products).
Director Since 1996
Kendrick B. Melrose Chairman and Chief Executive Officer of The Toro Company (manufacturer
Age - 58 of outdoor maintenance products). Also, a director of Jostens, Inc., SurModics,
Director since 1991 Inc. and The Valspar Corporation.
Stephen W. Sanger Chairman and Chief Executive Officer of General Mills, Inc. (1995) (consumer
Age - 52 products and services). Previously, an executive officer of various groups
Director since 1992 and divisions of General Mills, Inc. Also, a director of The Dayton Hudson
Corporation.
DIRECTORS CONTINUING IN OFFICE
FOR A TERM EXPIRING IN 2000:
Jack W. Eugster Chairman, President and Chief Executive Officer of The Musicland Group,
Age - 5253 Inc. (retail consumer products). Also, a director of Damark, Inc., Jostens,
Director since 1993 Inc., MidAmerican Energy Company and Shopko Stores, Inc.
William G. Van Dyke Chairman and Chief Executive Officer(1996)Officer (1996) and President (1994) of the
Age - 5253 Company. Previously, Executive Vice President(1992).President. Also, a director of Graco
Director since 1994 Graco Inc.
Inc.
John F. Grundhofer Chief Executive Officer and President of U.S. Bancorp (financial services).
Age - 59 Also, a director of U.S. Bancorp, a trustee of Minnesota Mutual Life
Director since 1997 Insurance Company and a trustee of Irvine Apartment Communities, Inc.
DIRECTORS CONTINUING IN OFFICE
NAME PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---- ---------------------------------------------------------------------------
-------------------------------------------------------------------------------
TERMS EXPIRING IN 1999:
F. Guillaume Bastiaens Executive Vice President (1995)Chairman (1997) and President, Food Sector of Cargill, Inc.
Age - 5455 (Agribusiness). Also, a directorPreviously, Executive Vice President of Cargill, Inc.
Director Since 1995
Janet M. Dolan Executive Vice President (1996)and Chief Operating Officer (1998) of Tennant Company
(manufacturer of
Age - 4849 (manufacturer of floor maintenance equipment and coating products).
Previously Sr. Vice
Director Since 1996 Previously, Executive Vice President Secretary and General Counsel of Tennant Company. Also, a director
of William Mitchell College of Law.
S. WalterS.Walter Richey Retired Chairman, President and Chief Executive Officer and President of Meritex, Inc.
and its
Age - 6162 and its predecessor corporation Space Center Company (owns and manages
business
Director Since 1991 business properties and distribution centers). Also, a director of U.S.
Bancorp.
TERMS EXPIRING IN 1998:
Paul B. Burke Chairman (1995), Chief Executive OfficerBancorp and Presidenta member of BMC Industries,
Age - 41 Inc. (manufacturerthe Board of precision imaged and optical products). Also, a
Director Since 1996 directorOverseers of Apogee Enterprises, Inc.
Kendrick B. Melrose Chairman and Chief Executive Officerthe Curtis L. Carlson
School of The Toro Company (manufacturer
Age - 57Management at the University of outdoor maintenance products). Also, a director of BSI Corporation,
Director since 1991 Jostens, Inc. and The Valspar Corporation.
Stephen W. Sanger Chairman and Chief Executive Officer of General Mills, Inc. (1995) (consumer
Age - 51 products and services). Previously, an executive officer of various groups
Director since 1992 and divisions of General Mills, Inc. Also, a director of The Dayton Hudson
Corporation.Minnesota.
4
DIRECTOR COMPENSATION
Directors who are not employees receive a retainer fee of $18,000$20,000 annually
and are paid $1,000 for each Board or Committee meeting attended. Committee
ChairmenChairs receive an additional annual retainer of $2,500. Pursuant to the
Company's Compensation Plan for Non-Employee Directors, any non-employee
director may elect, prior to each year of their term, to defer all or part of
theirhis or her director compensation received during the upcoming year. Each
participating director is entitled to a Company credit on the balance in theirhis or
her deferral account at the ten yearten-year Treasury Bond rate plus 2%. The deferral
election must also specify the manner for distribution of the deferral balance.
The 1991 Master Stock Compensation Plan, as amended (the "Plan"), provides
for the issuance
of restrictednon-employee directors to be credited with shares to non-employee directorsa deferred stock
account in lieu of 30% of the annual retainer for services as a Director to be
rendered in the following service year andyear. The Plan also allows an electiona director to elect
to receive restricteda credit of shares to a deferred stock account in lieu of all or part
of the remaining retainer and meeting fees. Transfer of the shares is
restricted until the earliest of retirement, disability, termination of service
(with consent of the Board), death or a change in control of the Company.
The Company also has a nonqualified pension plan for non-employee
directors which provides for an annual retirement benefit for directors, who
have served at least five years, incontributes an amount
equal to the final annual
retainer fee received for services asdeferred stock accounts to a director. Such annual benefittrust and the trust purchases shares
of Donaldson Common Stock. Each director is payableentitled to direct the trustee to
vote all shares allocated to the director's account in a lump sum or, at the electiontrust. The Common
Stock will be distributed to each director following the director's retirement
from the Board pursuant to the director's deferral payment election. The trust
assets remain subject to the claims of the director, over a maximum
15-year period or such shorter period as is equal to the number of years of
service on the Board, and provides for a benefitCompany's creditors. The trust
becomes irrevocable in the event of death.a "Change in Control" as defined under the
Plan.
The Company's Non-Qualified Stock Option Program for Non-employee Directors
provides for the automatic grant of a non-qualified stock option for 2,0003,600
shares of Common Stock to each non-employee Director of the Company who is a
member of the Board between the dates ofon December 1 and December 22 each year. The exercise price of such options
is the closing price of Common Stock in consolidated trading on the first
business day of December in the respective year. The options are exercisablevest annually
beginning on and after December 22 of the respective
yearfirst anniversary in three equal installments and have a term
of ten years.
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
The Company's Boardoption also includes a "reload option" granted at the time of
Directors has determined that Article Fourthexercise of the Company's Articles of Incorporation should be amended and has voted to submit
an amendment to the Company's stockholdersoriginal option for adoption. The proposed amendment
to Article Fourth would increase the number of authorized shares equal to the shares
used in payment of Common
Stock, par value $5.00, from 40,000,000the purchase price. The one-time reload option feature is
similar to 80,000,000, andthat included in the total numberoption grants to officers.
Donaldson's non-qualified pension plan for non-employee director's was
eliminated effective May 21, 1998. When the plan was eliminated, each director
continuing in office received a credit of shares ofto a deferred stock which the Company has the authority to issue from 41,000,000 to
81,000,000.
As of September 26, 1997, there were 24,732,385 shares of Common Stock
outstanding, and 1,595,886 shares reserved for future issuance pursuant toaccount
under the 1991 Master Stock Compensation Plan. As of September 26, 1997, there were no
shares of any class of Preferred Stock outstanding.
The additional shares of Common Stock for which authorization is sought
would be a partPlan equal to 115% of the existing classdollar value
of Common Stock and, if and when issued,
would have the same rights and privileges asamount accrued by the shares of Common Stock
presently outstanding. Such additional shares would not (and the shares of
Common Stock presently outstanding do not) entitle the holders thereof to
preemptive or cumulative voting rights.
PURPOSES AND EFFECTS OF THE AMENDMENTCompany for each director's pension benefit. The
Board of Directors believes that additional authorized sharesconsidered the value of Common Stock will enable the Company to take timely advantageannual benefits eliminated
through the termination of market
conditions and the availabilitypension plan in its approval of favorable financing and acquisition
opportunities without the delay and expense associated with convening a special
stockholders' meeting (unless otherwise required by the rules of any stock
exchange on which the Company's Common Stock may then be listed). The shares of
Common Stock could be used for issuing stock dividends (including stock splits
issuedan increase in
the form of stock dividends),annual retainer from $18,000 to $20,000, the grant of stock options, acquisition
by the Company of businesses or properties, equity financing and other general
corporate purposes.
Unless required by law or by the rules of any stock exchange on which the
Company's Common Stock mayincrease in the future be listed, no further authorized vote
byannual stock
option grant from 2,000 shares to 3,600 shares together with the stockholders will be sought for any issuance of shares of Common Stock.
Under existing New York Stock Exchange, Inc. regulations, approval by a
majorityaddition of the
holders of Common Stock would nevertheless be required in
connection with any transaction or series of related transactions that would
result in the original issuance of additionalone time "reload option" feature, as described above.
Restricted stock awards and shares of Common Stock, other
than in a public offering for cash, (a) if such additional shares of Common
Stock (including securities convertible into or exercisable for Common Stock)
has, or will have upon issuance, voting power equalcredited to or in excess of 20
percent of the voting power outstanding before the issuance of the Common
Stock; (b) if the number of such additional shares of Common Stock is or will
be equaldeferred stock accounts to
or in excess of 20 percent of the number of shares of Common Stock
outstanding before the issuance of such additional shares, or (c) if the
issuance would result in a change in control of the Company.
The increase in authorized but unissued shares of Common Stock is designed
to enable the Company to issue stock dividends, grant stock optionsnon-employee directors under the
Company's 1991 Master Stock Compensation Plan to consider potential
acquisitions and to usein fiscal
1998, including the one-time grant for general corporate purposes, and the Company has no
present intention to use the additional shares for any purpose other than these
routine corporate purposes. The increase in the authorized but unissued shares
of Common Stock, however, could make a change in controltermination of the Company more
difficult to achieve. Under certain circumstances, suchpension plan, were
as follows: Bastiaens, 2,052 shares, of Common Stock
could be used to create voting impediments to frustrate persons seeking to
effect a takeover or otherwise gain control of the Company. SuchBurke, 1,489 shares, could
be sold privately to purchasers who might side with the Board of Directors in
opposing a takeover bid that the board determines is not in the best interests
of the CompanyDolan, 1,978 shares,
Eugster, 3,853 shares, Grundhofer, 1,228 shares, Melrose, 4,534 shares, Richey,
4,781 shares, and its stockholders.
The amendment also may have the effect of discouraging an attempt by
another person or entity, through acquisition of a substantial number of shares
of Common Stock, to acquire control of the Company with a view to effecting a
merger, sale of assets or a similar transaction, since the issuance of new
shares could be used to dilute the stock ownership of such person or entity.
The Company's Certificate of Incorporation currently requires the
affirmative vote of at least 75% of the outstanding shares to be voted in order
to approve certain business combinations involving the Company and an
interested stockholder of the Company. Although the Board of Directors
presently has no intention of doing so, shares of authorized but unissued
Common Stock could be issued to a holder who would therebySanger, 4,203 shares.
5
have sufficient voting power to assure that any such business combination or
amendment to the Restated Certificate of Incorporation would not receive the
75% stockholder vote required for approval thereof. The issuance of additional
shares of Common Stock may be used to discourage takeovers that are not
approved by the Board but in which stockholders may receive a substantial
premium above market value for some or all of their shares at the time a tender
offer is made. Thus, stockholders who may wish to participate in such a tender
offer may be restricted in their opportunity to do so. In addition, because the
proposed amendment may enable the Company to discourage tender offers, the
amendment may make removal of the Board of Directors or management more
difficult. To the extent that the adoption of the proposed amendment renders
less likely a merger or other transaction opposed by the Company's incumbent
Board of Directors, the effect of such adoption may be to assist the Board of
Directors and management in retaining their current positions.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK. The affirmative vote of a majority of the shares of the
Company's Common Stock present and entitled to vote at the 1997 Annual Meeting
is necessary to approve this Proposal. Proxies will be voted in favor of this
Proposal unless otherwise specified.
INDEPENDENT AUDITORS
Upon recommendation of its Audit Committee, the Board of Directors has
appointed Ernst & Young LLP as independent public accountants to audit the books
and accounts of the Company for the fiscal year ending July 31, 1998,1999, such
appointment to continue at the pleasure of the Board of Directors and subject to
ratification by the stockholders. Ernst & Young LLP has audited the books and
accounts of the Company since 1951. Representatives of Ernst & Young LLP are
expected to be present at the meeting with the opportunity to make a statement
and to respond to appropriate questions. In the event this appointment is not
ratified, the Board will appoint other independent auditors for the subsequent
fiscal year.
The Board of Directors recommends that stockholders vote FOR ratification
of the appointment of Ernst & Young LLP as independent auditors for the fiscal
year ending July 31, 1998.1999.
PROPOSAL TO AMEND THE 1991 MASTER STOCK COMPENSATION PLAN
The Board of Directors recommends stockholder approval of the proposed
amendment to the Donaldson Company, Inc. Master Stock Compensation Plan (the
"Plan") under which the Company offers shares of its Common Stock and options to
purchase shares of its Common Stock to key employees of the Company.
PROPOSAL
In July of 1998, the Board of Directors approved an amendment to the Plan,
subject to shareholder approval, relating to Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). Section 162(m) of the Code
generally disallows a tax deduction to publicly held companies for compensation
exceeding $1 million paid to a corporation's Chief Executive Officer and four
other most highly compensated executive officers. Qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. A large part of the Company's executive officers' compensation which
could exceed the $1 million limitation is associated with stock options. The
Company proposes to amend the Plan by adding a new Section 2.10 as follows:
SECTION 2.10 OPTION AND AWARD LIMITATIONS UNDER THE PLAN. No
Participant under this Plan may be granted an option or
Award (or options or Awards), the value of which is based
solely on an increase in the value of the Common Stock after
the date or dates of grant of such option or Award (or
options or Awards), for more than 500,000 shares of Common
Stock (subject to adjustment as provided in Section 1.05),
in the aggregate, in any single calendar year. The foregoing
annual limitation specifically includes the grant of any
options or Awards representing qualified performance-based
compensation within the meaning of Section 162(m) of the
Internal Revenue Code.
If certain other requirements are satisfied, limiting the number of options
and awards that may be granted in any calendar year will allow the Company to
continue to deduct the compensation attributable to options granted under the
Plan in calculating its tax liability.
The amendment to limit the number of options and certain other awards under
the Plan that may be made to any employee in any calendar year is necessary in
order to allow the Company to deduct fully certain compensation to executive
officers attributable to such options or awards. Under Section 162(m) of the
Code, one of the requirements for certain executive compensation related to
options or certain other awards under the Plan to be "qualified
performance-based compensation" not subject to the $1,000,000 cap, is that the
Company must place a shareholder approved limit on the number of shares subject
to awards that may be granted to an employee during any calendar year under the
Plan. The Board of Directors believes that it is important for the Company to
take all steps reasonably necessary to ensure that the Company will be able to
take all available tax deductions with respect to compensation resulting from
stock options and certain other awards made under the Plan.
The full text of the Plan appears as Exhibit A to this Proxy Statement. The
summary of the principal features which follows is qualified entirely by
reference to the full text.
GENERAL
The Plan permits the granting of a variety of stock based awards to
facilitate formulation of effective incentive arrangements. The Plan became
effective on November 15, 1991 and will remain in full force and
6
effect until December 31, 2001, unless earlier terminated. The Plan is not
subject to the provisions of the Employee Retirement Income Security Act of
1974.
The Plan contemplates granting awards under two separate parts to separate
groups of participants. Employee Awards are limited to employees of the Company
or its majority owned subsidiaries (including officers and employee directors).
Nonemployee Director Awards are limited to members of the Board of Directors of
the Company who are not full time employees. The selection of participants is
solely within the discretion of a subcommittee of the Human Resources Committee
of the Board of Directors (the "Committee").
Subject to adjustment as described below, the number of shares of the
Company's Common Stock available for granting awards under the Plan in any
calendar year shall not exceed 1.5 percent (the "Limitation Amount") of the
outstanding shares of the Company's Common Stock, Common Stock equivalents and
treasury shares as of the end of the fiscal year ending in such calendar year.
If certain events occur, the Committee may adjust awards to prevent the
dilution or enlargement of the benefits available under the Plan. These events
include, but are not limited to the following: dividend or other distribution;
recapitalization; stock split or reverse stock split; reorganization; merger;
consolidation; spin-off; repurchase or exchange of shares or other securities of
the Company; the exercisability of stock purchase rights issued under the Rights
Plan; the issuance of warrants or other rights to purchase shares or other
securities of the Company and other similar events.
EMPLOYEE AWARDS
Employee Awards are in the form of grants of options to purchase Common
Stock, SARs, restricted stock, other stock-based awards and dollar-denominated
awards. In addition, dividend equivalents may be awarded in respect of all
employee awards.
The exercise price per share of Common Stock purchasable under any stock
option, the exercise price of any SAR, and the purchase price of any other stock
based award shall not be less than 100% of the fair market value (the "Market
Value") of the shares on the date of the grant of such option, SAR or other
stock based award, or, if the Committee so determines, in the case of certain
awards retroactively granted in tandem with or in substitution for other awards
under the Plan or for any outstanding awards granted under any other plan of the
Company, on the date of grant of such other awards. Options and other purchase
rights shall be exercised by payment in full of the purchase price, at the
discretion of the Committee, by any one or a combination of the following
methods: (a) in cash or (b) by the tendering of shares with a fair market value
equal to all or a portion of the option price for the total number of options
being exercised. In the discretion of the Committee any option may be
accompanied by a "reload option" representing an additional option to acquire
the same number of shares as are tendered in payment of the purchase price. Fair
market value under the Plan shall be the closing sales price of the shares as
reported on the New York Stock Exchange or otherwise in accordance with methods
and procedures established by the Committee. The term of a stock option, SAR or
other stock-based award shall be established by the Committee and set forth in a
written award agreement at time of the award except that all rights to exercise
an Incentive Stock Option ("ISO") shall expire not more than ten years after the
date of grant.
Restricted stock may be granted either at no cost to the grantee or for
such cost as specified by the award agreement. Restricted stock may not be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the
period of restrictions determined by the Committee. Restrictions, as determined
by the Committee, may be based on a period of continuous employment, on
obtaining specific business objective or on other quantitative or qualitative
criteria. The Committee may also, in its sole discretion, shorten or terminate
the period for the lapsing of restrictions or waive any conditions for the
lapsing or termination of restrictions as regards all or any portion of the
restricted stock. Regardless of the manner in which the restricted stock may be
evidenced, the grantee shall generally have the rights and privileges of a
shareholder as to the restricted shares including the right to vote, the right
to receive cash or stock dividends, unless otherwise specified in the award
agreement.
The Committee is also authorized to establish the terms and conditions of
other stock-based awards, subject to the terms of the Plan and the requirements
of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3"). The
Committee may grant other stock-based awards that do not require the payment of
7
consideration (other than services previously rendered, or as may be permitted
by applicable law, services to be rendered). If a purchase is required, the
purchase price must be at least equal to the Market Value on date of grant.
No employee award granted under the Plan may be assigned or transferred
except by will or the laws of descent and distribution, provided, however, that
transferability of stock option grants is permitted with the approval of the
Committee.
NEW PLAN BENEFITS
Regulations of the Securities and Exchange Commission call for a table
setting forth the amounts that will be received by (i) the CEO and four other
executive officers named in this proxy statement, (ii) the Company's executive
officers as a group, (iii) directors who are not executive officers as a group,
and (iv) all employees, including officers who are not executive officers, as a
group, under the Plan being submitted to the stockholders for approval, if such
amounts are determinable. If such amounts are not determinable, which is the
case for the Plan, the Company is required to set out the amounts which would
have been received for the last fiscal year if the Plan had been in effect, as
amended.
The amounts which would have been received for fiscal 1998 in the case of
the Plan are the amounts actually granted in fiscal year 1998 under the same
plan. These amounts are reflected (i) under the tables and footnotes in the
Executive Compensation Section for the CEO and four other executive officers
named in the proxy statement, and those tables and footnotes have been extended
to provide the required information for the Company's executive officers as a
group and for all employees, including officers who are not executive officers,
as a group; and (ii) under the "DIRECTOR COMPENSATION" section. On September 30,
1998, the closing sale price of a share of Common Stock of the Company on the
New York Stock Exchange was $16.00.
NONEMPLOYEE DIRECTOR AWARDS
Each member of the Board of Directors who is not a full time employee of
the Company shall have, in lieu of cash payment, 30% of the annual retainer
payable for services to be rendered on the Board during the following service
year (for convenience determined as December 1 through November 30) credited to
a deferred stock account. The number of shares to be credited shall be
determined by dividing such installments by the Market Value of Common Stock on
the first business day of December. The participant may also elect to defer up
to 100% of his or her annual retainer and meeting fees into the deferred stock
account.
CHANGE IN CONTROL
The Plan provides that upon a Change in Control all stock options and SARs
shall immediately become exercisable in full. In addition, all forfeitable
awards and a pro rata portion of all performance-based awards will immediately
become non-forfeitable. Furthermore, on or after a Change in Control, the
Committee may not under any circumstances change any determination of the basis
on which any previously granted award shall be measured or paid or change any
other terms, conditions or provisions affecting any previously granted awards,
if the change would adversely affect any such award or the participant's rights
thereto.
AMENDMENT OR TERMINATION
The Board may terminate, amend or revise the Plan at any time provided that
the Board may not amend the Plan in any manner or by any procedure that would
result in noncompliance with Rule 16b-3 or any applicable law.
FEDERAL INCOME TAX CONSEQUENCES
The principal Federal income tax consequences of awards under the Plan,
based on the current provisions of the Internal Revenue Code and the regulations
thereunder, are as follows.
Generally, the grant of an option or SAR to an employee is not expected to
result in income to the employee or in a deduction for the Company.
In general, upon the exercise of an ISO, the employee will not recognize
income, and the Company will not be entitled to a tax deduction. (However, the
excess of the acquired shares' fair market value on the exercise date over the
option price is included in the employee's income for purposes of the
alternative minimum tax.) When an employee disposes of ISO shares, the
difference between the option price and the
8
amount realized by the employee will, in general, constitute a long-term capital
gain or loss, as the case may be. However, if the employee fails to hold the ISO
shares for more than one year after exercising the ISO and for more than two
years after the grant of the ISO, the portion of any gain realized by the
employee upon the disposition of the shares that does not exceed the excess of
the fair market value of the shares on the exercise date over the option price
generally will be treated as ordinary income, the balance of any gain or any
loss will be treated as a capital gain or loss (long-term or short-term,
depending on whether the shares have been held for more than one year), and the
Company will be entitled to a tax deduction equal to the amount of ordinary
income recognized by the employee.
In general, upon the exercise of an option other than an ISO (a
"nonqualified option"), the employee will recognize ordinary income equal to the
excess of the acquired shares' fair market value on the exercise date over the
option price, and, assuming that the grants qualify under Section 162(m) of the
Code, the Company will be entitled to a tax deduction in the same amount. Upon
the exercise of a SAR, the employee will recognize as ordinary income any cash
received and the fair market value on the exercise date of any shares received,
and the Company will be entitled to a tax deduction in the same amount.
With respect to other awards granted under the Plan (including Nonemployee
Director Awards) that are settled either in cash or in shares that are
transferable or are not subject to a substantial risk of forfeiture, the grantee
will recognize ordinary income equal to the excess of (a) the cash or the fair
market value of any shares received (determined as of the date of settlement)
over (b) the amount, if any, paid for the shares by the grantee, and the Company
will be entitled to a tax deduction in the same amount. In the case of an award
that is settled in shares that are nontransferable and subject to a substantial
risk of forfeiture, the grantee will generally recognize ordinary income equal
to the excess of (a) the fair market value of the shares received (determined as
of the date on which the shares become transferable or not subject to a
substantial risk of forfeiture, whichever occurs first) over (b) the amount, if
any, paid for the shares, and the Company will be entitled to a tax deduction in
the same amount. A grantee may elect to recognize income when the shares are
received, rather than upon the expiration of the transfer restriction or risk of
forfeiture and the amount of ordinary income will be determined as of the date
of receipt rather than upon expiration of the applicable restriction and the
Company's tax deduction will be determined at the same time.
The affirmative vote of a majority of the shares represented at the meeting
will be required to approve the amendment to the Plan. In the event this
Proposal 3 does not receive the required affirmative vote, the amendment will
not be put into effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL.
9
EXECUTIVE COMPENSATION
The following table sets forth as to each person who was at the end of
fiscal 1997,1998, the Chief Executive Officer and the other four most-highly
compensated executive officers of the Company information concerning the cash
and noncash compensation for services rendered to the Company for each of the
last three fiscal years (the "Named Officers").
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
------------------------------------------------------------------------------------
ANNUAL COMPENSATION (1)COMPENSATION(1) AWARDS PAYOUTS
----------------------- --------------------------------------------------- ------------------------ ------------
SECURITIES
UNDERLYING
RESTRICTED STOCK
STOCK OPTIONS/SARSSARs ALL OTHER
FISCAL SALARY BONUS AWARD(S) (SHARES) LTIP PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($SALARY($) BONUS($) ($) ($)(5) (2) ($)(3) ($)(4)
- --------------------------------------------------------- ------ ------- ---------------- -------- ---------- ------------ ------------ ------------
WILLIAM G. VAN DYKE...........DYKE ......... 1998 483,846 606,000 0 78,000 322,734 27,373
Chairman, Chief 1997 450,000 540,000 0 65,852131,704 525,586 173,520
Chairman, Chief.............Executive Officer and 1996 385,000 462,000 0 54,362108,724 190,125 121,960
Executive Officer and....... 1995 340,692 420,000 0 30,000 136,938 105,227
President...................President
JAMES R. GIERTZ...............GIERTZ ............. 1998 219,769 133,896 0 57,964 147,133 6,672
Senior Vice President and 1997 199,808 151,639 0 30,68061,360 766,480 61,582
Senior Vice President and...Chief Financial Officer 1996 220,000 181,229 315,625(5) 15,300315,625 30,600 0 50,434
Chief Financial Officer..... 1995 174,615 165,870NICKOLAS PRIADKA ............ 1998 207,154 140,713 0 25,000 0 0
NICKOLAS PRIADKA..............42,631 117,990 5,803
Senior Vice President, 1997 187,808 133,739 0 30,70061,400 186,462 56,340
Senior Vice President,......OE Engine 1996 169,117 108,165 0 10,30020,600 129,050 37,174
OE Engine................... 1995 149,616 97,771 108,675(5) 10,000 92,340 34,159
LOWELL F. SCHWAB..............SCHWAB ............ 1998 183,462 151,069 0 24,000 99,664 5,477
Senior Vice President, 1997 168,450 152,491 0 13,23726,474 481,787 56,243
Senior Vice President,......Operations 1996 148,808 88,911 0 8,14816,296 0 32,546
Operations.................. 1995 128,340 81,400 108,675(5) 7,200WILLIAM M. COOK ............. 1998 196,539 164,441 0 29,018
THOMAS A. WINDFELDT........... 1997 157,385 115,810 0 11,930 145,996 47,86526,000 59,333 3,796
Senior Vice President, Controller..1997 178,154 85,260 0 43,484 91,248 46,214
Commercial and Industrial 1996 146,346 92,903160,425 72,883 0 11,919 98,438 31,768
and Treasurer............... 1995 131,615 86,742 0 6,660 82,013 30,67225,666 39,715 29,190
- ------------------
(1) Includes any portion deferred under the Management Compensation Plan.
(2) Shares adjusted for stock splits.
(3) Earned under the Company's 1991 Master Stock Compensation Plan during the
three-year period ending in the fiscal year in which the payout is listed.
Payout is made in the form of the Company's common stock and delivered
during the following fiscal year.
(4) Amounts in this column for 1998 represent the dollar value of share
allocations (i) under the Company's match for bonus and salary under the
Company's ESOP and 401k benefit plans; and (ii) under the Company's match
for deferred bonus and salary and salary in excess of the limits
established by Section 415 of the Internal Revenue Code contributed by the
Company to an unqualified supplemental plan. The amounts for fiscal 1998
are:
SALARY DEFERRED SALARY
NAME AND BONUS MATCH AND BONUS MATCH EXCESS MATCH
---- --------------- --------------- ------------
William G. Van Dyke ........ $5,383 $15,994 $11,379
James R. Giertz ............ 5,541 0 6,672
Nickolas Priadka ........... 5,039 408 5,395
Lowell F. Schwab ........... 5,019 0 5,477
William M. Cook ............ 5,301 1,559 2,237
1997 and 1996 amounts represent the dollar value of share allocations under
the Company's ESOP and benefits in excess of the limits established by
Section 415 of the Internal Revenue Code contributed by the Company to an
unqualified supplemental plan.
The amounts for fiscal 1997 are:
NAME ESOP ESOP (SUPL.)
---- ------- ------------
William G. Van Dyke......... $26,269 $147,251
James R. Giertz............. 26,269 35,313
Nickolas Priadka............ 26,269 30,071
Lowell F. Schwab............ 26,269 29,974
Thomas A. Windfeldt......... 26,269 21,59610
(5) Amounts in the Restricted Stock Award column represent the dollar value of
grants of restricted stock under the Company's 1991 Master Stock
Compensation Plan. Regular dividends are paid on the restricted shares. At
the end of fiscal 1997,1998, the number and value of the aggregate restricted
stockholdings for the Named Officers were: William G. Van Dyke, 0, $0;
James R. Giertz, 12,500, $507,813;25,000, $464,063; Nickolas Priadka, 4,200, $170,625;8,400, $155,925;
Lowell F. Schwab, 4,200, $170,625;8,400, $155,925; and Thomas A. Windfeldt,William M. Cook, 0, $0. No
restricted stock awards were made to Executive Officers as a group and
grants of 1,000 shares ($17,000) of restricted stock were made to all
Non-Executive Officer Employees as a Group.
OPTION/SARSSARs GRANTED IN LAST FISCAL YEAR
INDIVIDUAL GRANTS (1)
----------------------------------------------GRANTS(1)
-----------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS/SARSARs ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION FOR OPTION TERM (3)TERM(3)
OPTIONS/SARSSARs EMPLOYEES OR BASE EXPIRATION ---------------------------------------------------------------------------
NAME GRANTED (2)GRANTED(2) IN FISCAL YEAR PRICE/SH ($sh($) DATE 0% ($) 5% ($) 10% ($)
- ---- ------------ -------------- ----------------------- ---------- --------- ------- ----------------------- ----------
WILLIAM G. VAN DYKE 39,000 13.2 32.50078,000 17.7 22.688 12/19/07 0 1,114,314 2,824,703
JAMES R. GIERTZ 29,000 6.6 22.688 12/19/07 0 414,296 1,050,210
14,749(4) 3.3 23.250 09/08/04 0 132,126 305,255
5,845(4) 1.3 23.250 12/21/05 0 64,493 154,301
4,176(4) .9 23.250 12/05/06 0 798,132 2,023,203
26,852 (4) 9.1 28.250 12/15/04 0 373,725 900,365
JAMES R. GIERTZ 14,500 4.9 32.50052,943 130,107
4,194(4) 1.0 21.063 12/05/06 0 296,741 752,217
7,157 (4) 2.4 32.00044,879 108,754
NICKOLAS PRIADKA 27,000 6.1 22.688 12/15/0419/07 0 110,010 263,784
4,636 (4) 1.6 38.000 09/08/04 0 74,027 173,407
1,235 (4) .4 38.000 12/15/04 0 20,604 48,622
3,152 (4) 1.1 38.000385,724 977,782
7,931(4) 1.8 22.688 12/21/05 0 61,381 148,993
NICKOLAS PRIADKA 13,500 4.6 32.50085,134 203,572
7,700(4) 1.7 22.688 12/05/06 0 276,276 700,340
8,455 (4) 2.9 29.750 12/14/03 0 103,265 240,978
8,745 (4) 3.0 29.750 12/15/04 0 125,155 300,18494,863 232,929
LOWELL F. SCHWAB 12,000 4.1 32.50024,000 5.4 22.688 12/05/0619/07 0 245,579 622,524
392 (4) .1 32.125 07/26/03342,866 869,139
WILLIAM M. COOK 26,000 5.9 22.688 12/19/07 0 4,716 10,850
845 (4) .3 32.125 12/14/03 0 10,865 25,252
THOMAS A. WINDFELDT 6,000 2.0 32.500 12/05/06 0 122,789 311,262
5,930 (4) 2.0 28.000 12/15/04 0 81,803 197,077371,438 941,568
ALL EXECUTIVE OFFICERS
AS A GROUP 250,595 56.9
ALL NON-EXECUTIVE OFFICER
EMPLOYEES AS A GROUP 190,000 43.1
- ------------------
(1) No stock appreciation rights ("SARs") have been granted.
(2) All grants (other than as noted in footnote(4)) during the period were
non-qualified stock options granted at the market value on date of grant
for a term of ten years, vesting in three equal annual installments
beginning 12/05/97,19/98, and were granted with the right to use shares in lieu
of the exercise price and to satisfy any tax withholding obligations.
(3) These amounts represent certain assumed rates of appreciation over the full
term of the option. The value ultimately realized, if any, will depend on
the amount thatby which the market price of the Company's stock exceeds the
exercise price on date of sale.
(4) These grants were made to individuals who exercised an option during fiscal
19971998 and made payment of the purchase price using shares of previously
owned Company stock. This restoration or "reload" grant is for the number
of shares equal to the shares used in payment of the purchase price or
withheld for tax withholding. The option price is equal to the market value
of the Company's stock on the date of exercise and will expire on the same
date as the original option which was exercised. These options, which are
the result of such a restoration, do not contain the reload feature.
11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARSSARs
OPTIONS/SARs AT FISCAL YEAR-END IN-THE-MONEY OPTIONS/SARS
(2)YEAR-END(2) AT FISCAL YEAR-END (2)YEAR-END(2)(3)
------------------------------- ----------------------------------------------------------------- -----------------------------
SHARES VALUE
ACQUIRED ON REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME EXERCISE (1)EXERCISE(1) ($) (SHARES) (SHARES) ($) ($)
- ------------------------- ----------- --------- -------------- ------------------------- ------------- ------------- ------------- ---------------
WILLIAM G. VAN DYKE 37,500 291,090 236,493 62,625 4,786,058 691,92260,000 1,020,000 454,736 161,500 3,439,033 315,156
JAMES R. GIERTZ 19,340 222,471 20,665 30,975 151,008 373,10336,287 334,935 61,324 63,633 36,680 139,376
NICKOLAS PRIADKA 20,000 164,370 54,265 21,225 948,603 232,32219,300 164,166 119,011 55,300 726,806 105,356
LOWELL F. SCHWAB 1,531 18,573 12,079 17,975 203,246 194,384
THOMAS A. WINDFELDT 6,600 37,125 45,677 10,500 936,111 120,1880 0 36,808 47,300 210,273 82,169
WILLIAM M. COOK 1,156 10,838 50,017 53,333 202,690 101,958
- ------------------
(1) The number of shares shown in this column is larger than the number of
shares actually acquired on exercise. The actual number of shares received
is reduced by the number of shares delivered in payment of the exercise
price and shares withheld to cover withholding taxes.
(2) No SARs were exercised in fiscal 1997.1998.
(3) This value is based on the difference between the exercise price of such
options and the closing price of Company Common Stock as of fiscal year-end
1997.1998.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTSUNDER NON-STOCK
SHARES, UNITS OR OTHER PERIOD UNDER NON-STOCK PRICE-BASED PLAN
OR OTHER UNTIL MATURATION --------------------------------------------------------------
NAME RIGHTS (1)RIGHTS(1) OR PAYOUT THRESHOLD TARGET MAXIMUM
- ---- ------------- ---------------- --------- ------ -------
WILLIAM G. VAN DYKE 9,20014,200 8/1/9697 - 7/31/99 4,600 9,200 25,30000 7,100 14,200 39,050
JAMES R. GIERTZ 3,1005,400 8/1/9697 - 7/31/99 1,550 3,100 8,52500 2,700 5,400 14,850
NICKOLAS PRIADKA 2,9005,100 8/1/9697 - 7/31/99 1,450 2,900 7,97500 2,550 5,100 14,025
LOWELL F. SCHWAB 2,6004,600 8/1/9697 - 7/31/99 1,300 2,600 7,150
THOMAS A. WINDFELDT 2,15000 2,300 4,600 12,650
WILLIAM M. COOK 4,800 8/1/9697 - 7/31/99 1,075 2,150 5,91300 2,400 4,800 13,200
- ------------------
(1) Awards are of Performance Units, each of which represents the right to
receive one share of the Company's common stock. Awards are earned only if
the Company achieves the minimum Performance Objectives and the Award Value
will be based on a weighting of compound corporate net sales growth and
after-tax return on investment over the three year period. The amounts
shown in the table under the headings "Threshold", "Target" and "Maximum"
are amounts awarded at 50%, 100% and 275% of the targeted award. The award
may also be adjusted upward by 25% for consistency if earnings per share
increase in each of the three years in the period by at least 5%.
12
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee of the Board of Directors, consisting of sixfive
independent, non-employee directors ("the Committee"), is responsible for
establishing the compensation programs for the Company's executive officers. The
objectives of the Company's executive compensation program are to:
o attract and retain the best executives available in our industry;
o motivate and reward executives responsible for attaining the financial
and strategic objectives essential to the Company's long-term success
and continued growth in stockholder value;
o promote* emphasize a pay-for-performance philosophy by placing significant
portions of pay at risk and requiring outstanding results for payment
at the threshold level;
o obtain an appropriate balance between short-term* attract and retain the best executives available in our industry and
have their compensation levels keyed to a peer group of companies;
* motivate and reward executives responsible for attaining the financial
and strategic objectives essential to the Company's long-term results
basedsuccess
focusing on the executive's influenceearnings per share growth and impact;continued growth in
stockholder value; and
o* align the interests of executives with those of the Company's
stockholders by providing a significant portion of compensation in the
form of Company common stock. Common stock ownership objectives have
been established for all executive officers ranging from five to ten
times base salary.
BASE SALARIES. Base salaries for all executives are reviewed annually based
on performance and market conditions. A performance appraisal is required for
all executives of the Company. The Committee approves and/or determines the
annual base salary increases for all senior executives based on performance of
the executive and external market data. Our objective is that base salaries
should approximate the mid-point (average) of senior executives of manufacturing
companies of similar size in the United States. The Company uses nationally
known consultant surveys for external market data.
ANNUAL CASH INCENTIVE. Executive officers are eligible for target awards
under the annual incentive program that range up to 60% of base salary. The size
of the target award is determined by the executive officer's position and
competitive data for similar positions at the peer and cross-industry companies
as presented in the same nationally recognized surveys as are used for the base
salary. The Company sets aggressive performance goals and, in keeping with the
strong performance-based philosophy, the resulting awards decrease or increase
substantially if actual Company performance fails to meet or exceeds targeted
levels. Payments can range from 0% to 200% of the target awards. Executive
officers have up to 100% of their annual cash incentive opportunity linked to
achieving record Earnings Per Share (EPS).
Consequently, executive officers must obtain record EPS, thereby increasing
stockholder value, to receive a competitive annual cash incentive.
LONG-TERM INCENTIVE COMPENSATION. The Long-Term Performance Award program
is based on three-year compounded growth in net sales atand an after-tax Return on
Investment that exceeds the Company's weighted average cost of capital. Under
this program, the Committee selected eligible executives and established an
incentive opportunity as a percentage of base salary. In order for a participant
to receive a payout, minimum performance must be attained. Payout for the
1995-19971996-1998 cycle is listed in the Compensation Table. The Committee occasionally
grants restricted stock with a fixed restriction period, usually five years, to
insure retention of key executives. The Committee also believes that significant
stock option grants encourage the executive officers to own and hold Donaldson
stock and tie their long-term economic interests directly to those of the
stockholders. Stock options are typically granted annually. In determining the
number of shares covered by such options, the Committee takes into account
position levels, base salary, and other factors relevant to individual
performance but does not consider the amount and terms of options and restricted
stock already held by the executive.
Targets for the incentive portion of compensation are tied to financial
performance in the sixty-fifth percentile of the peer group.
STOCK OWNERSHIP. Ownership of Donaldson stock is expected of Donaldson
executives. The Committee believes that linking a significant portion of the
executive's current and potential net worth to the Company's success, as
reflected in the stock price, gives the executive a stake similar to the
stockholders. The Committee has established stock ownership guidelines for the
Named Officers and certain other executive officers, which encourage retention
of shares obtained through the exercise of options. The guidelines range from
five to ten
13
times base salary. The goal of the Chief Executive Officer is ten times annual
base salary. Mr. Van Dyke currently exceeds this ownership goal.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Mr. Van Dyke's fiscal 19971998
base salary and incentive award were determined by the Committee in accordance
with the methodology described above.
BASE SALARY. Mr. Van Dyke's base salary for fiscal 1997calendar 1998 was
$450,000,$505,000, which is below the market mid-point for manufacturing companies
of similar size.
ANNUAL BONUS. Mr. Van Dyke's bonus award for fiscal 19971998 was $540,000.$606,000.
This annual bonus was earned under the annual incentive program based on
EPS growth of 18.6%$1.14; up 15% over the previous record of $1.67 earned in fiscal 1996.1997.
STOCK OPTIONS. Mr. Van Dyke received the normalan annual grant during fiscalin December 1997
of options to purchase 39,000 shares of stock.
POLICY ON QUALIFYING COMPENSATION. The Company's policy is to preserve the
tax deduction for compensation paid to its Chief Executive Officer and other
senior executive officers. In accordance with this policy, in November 1994 the
stockholders approved the material terms of the performance goals for payment of
the cash bonus under the Company's Annual Cash Bonus Plan for Designated
Executives. The 1991 Master Stock Compensation Plan has been amended, subject to
stockholder approval, to limit the number of shares that can be granted in any
one year to any one individual to further the policy of preserving the tax
deduction for compensation paid to executives.
CONCLUSION. The executive officer compensation program administered by the
Committee provides incentive to attain strong financial performance and an
alignment with stockholder interests. The Committee believes that the Company's
compensation program focuses the efforts of Company executive officers on the
continued achievement of growth and profitability for the benefit of the
Company's stockholders.
SUBMITTED BY THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
Stephen W. Sanger, Chairperson
Michael R. Bonsignore
Paul B. Burke
Jack W. Eugster
John F. Grundhofer
Kendrick B. Melrose
C. Angus Wurtele
PERFORMANCE GRAPHS
The following graphs compare the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years and eightnine fiscal years with
the cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Index of Manufacturing Companies. The first graph assumes the
investment of $100 in the Company's Common Stock and each of the indexes at the
market close on fiscal year-end 1992 and the reinvestment of all dividends. The
second graph assumes the investment of $100 in the Company's Common Stock and
each of the indexes at the market close on fiscal year-end 1989 and the
reinvestment of all dividends. The Company believes the second graph is useful
in showing the cumulative total stockholder return over the eight yearnine-year period of
consecutive double-digit increases in earnings per share.
14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINE[PLOT POINTS GRAPH]
FISCAL YEARS ENDED JULY 31
1992 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- -------1998
-------- -------- -------- -------- -------- --------
Donaldson................. $100.00 $124.19 $165.86 $183.20 $170.61 $285.40Donaldson ............. $ 100.00 $ 133.54 $ 147.49 $ 137.36 $ 229.78 $ 211.12
S&P 500...................500 ............... 100.00 108.73 114.34 144.19 168.08 255.48105.16 132.62 154.59 235.19 280.54
S&P Manufacturing.........Manufacturing ..... 100.00 113.49 132.02 180.89 214.04 334.70116.33 159.39 188.60 294.92 290.24
COMPARISON OF EIGHTNINE YEAR CUMULATIVE TOTAL RETURN
[LINE[PLOT POINTS GRAPH]
FISCAL YEARS ENDED JULY 31
1989 1990 1991 1992 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- ------- ------- ------- -------1998
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Donaldson................ $100.00 $181.29 $209.95 $275.04 $341.57 $456.16 $503.83 $469.22 $784.91
Donaldson ............. $ 100.00 $ 181.27 $ 209.85 $ 274.83 $ 341.32 $ 455.80 $ 503.43 $ 468.85 $ 784.29 $ 720.60
S&P 500..................500 ............... 100.00 106.50 120.09 135.45 147.27 154.87 195.31 227.67 $346.06158.44 178.70 194.30 204.33 257.68 300.37 456.99 545.09
S&P Manufacturing........Manufacturing ..... 100.00 109.37 115.53 120.60 136.87 159.22 218.16 258.15 403.67109.34 115.50 120.57 139.40 162.16 222.19 262.92 411.13 404.60
15
PENSION BENEFITS
The Company maintains the Donaldson Company, Inc. Salaried Employees'
Pension Plan (the "Retirement Plan"), which provides benefits for eligible
employees. Through July 31, 1997 the Retirement Plan was structured as a
traditional, defined benefit plan. Effective August 1, 1997, the Retirement Plan
was amended to provide defined benefits pursuant to a cash balance feature
whereby a participant accumulates a benefit based upon a percentage of current
salary which varies with age, service and interest credits, and the present
value of accrued benefits under the Retirement Plan was converted to an initial
cash balance.
Under the cash balance formula, each participant has an account, for record
keeping purposes only, to which credits are allocated each payroll period based
upon the following two percentages: The "Applicable Base Percentage" of the
participant's total compensation in the current pay period ("Pensionable
Earnings") and the "Applicable Excess Percentage" of pensionable
earningsPensionable Earnings in
excess of the Social Security taxable wage base. The applicable percentages are
determined by the age and years of service of the participant with the Company
and its affiliates as of the end of each plan year. The following table shows
the Applicable Base and Excess Percentages used to determined credits at the age
and years of service indicated.
APPLICABLE PERCENTAGE
---------------------
SUM OF AGE PLUS YEARS OF SERVICE BASE EXCESS
-------------------------------- -------------- --------
Less than 40 3.0% 3.0%
40 -- 49 4.0 4.0
50 -- 59 5.0 5.0
60 -- 69 6.5 5.0
70 or more 8.5 5.0
As of August 1, 19971998 the sum of age plus years of service for Messrs. Van
Dyke, Giertz, Priadka, Schwab and WindfeldtCook were 76, 43, 78, 6545, 80, 67 and 65,62, respectively.
In addition, all balances in the accounts of participants earn a fixed rate
of interest which is credited annually. The interest rate for a particular plan
year is based on the average of the daily one-year U.S. Treasury Note yields for
the previous June plus one percent. For the 1998 fiscal/plan year, the interest
rate if 6.35%is 6.13%.
At retirement or other termination of employment, an amount equal to the
vested balance then credited to the account is payable to the participant in the
form of an immediate or deferred, lump sum or annuity for the entire benefit
under the Plan.
The individuals named in the Summary Compensation Table also are eligible
for benefits under the Donaldson Company Excess Retirement Plan (the "Excess
Retirement Plan"). The Excess Retirement Plan is an unfunded, non-qualified
deferred compensation arrangement that primarily provides benefits that cannot
be payable under a qualified plan like the Retirement Plan because of the
maximum limitations imposed on such plans by the Code. The projections below set
forth the estimated annual benefit payable to each of the individuals named in
the Summary Compensation Table as a single life annuity at age 65 under the
Retirement Plan and the Excess Retirement Plan. The projections are based on the
following assumptions: (1) employment until age 65 assuming no increase in
pensionable earnings after July 31, 1997; (2) interest credits at the actual
rate of 6.35% for 1998, and an assumed rate of 7% for years thereafter; and (3)
the conversion to a straight life annuity at normal retirement age is based on
an interest rate of 7% and the Unisex 1983 Group Annuity Mortality table: Mr.
Van Dyke, $530,170;$621,918; Mr. Giertz, $262,280;$267,815; Mr. Priadka, $188,815;$229,276; Mr. Schwab,
$148,487;$181,919; and Mr. Windfeldt, $164,280.Cook, $228,193.
The Company has a supplementary retirement benefit plan which is intended
to assure that Mr.Messrs. Van Dyke, Giertz, Priadka, Schwab and Cook will receive
at least 60% of histheir average (five highest years) compensation upon retirement
at age 65 with 2% reduction for each year in the event of early retirement after
age 55. In determining whether the plan must supplement other retirement
benefits to reach such level, the Company will consider the benefits described
in the previous paragraph, the Pension Plan Table and footnote(5) to the Summary
Compensation Table as well as 50% of primary Social Security and vested pension
benefits from prior employers, if any. Assuming the plan is unchanged and
employment until age 65, based on current compensation and payment levels from
other plans, no payments would be made under the plan.plan to any of the five
participants.
16
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file initial reports of ownership and
reports of changes in ownership with the SEC and the New York Stock Exchange. To
the Company's knowledge, based on a review of copies of such forms and written
representations furnished to the Company during fiscal 1997,1998, all Section 16(a)
filing requirements applicable to the Company's directors and executive officers
were satisfied except as follows: Thomas A. Windfeldt,a late filing made on behalf of William Cook
of an executive officerexempt transaction reporting the vesting of the Company, donated 135restricted shares in May 1998;
and a late filing made on behalf of the Company's Common
StockKendrick Melrose reporting an exempt gift of
600 shares in two transactions in October 1996, which gifts should have been timely
reported on a Form 5 and subsequently have been reported on an amended Form 5.April 1998.
CHANGE-IN-CONTROL ARRANGEMENTS
Each of the Named Officers has a severance agreement with the Company
designed to retain the executive and provide for continuity of management in the
event of an actual or threatened change of control in the Company (as defined in
the agreements). The agreements provide that in the event of a change of
control, each key employee would have specific rights and receive certain
benefits if, within three years after a change in control, the employee is
terminated without cause or the employee terminates voluntarily under
"constructive involuntary" circumstances as defined in the agreement. In such
circumstance the employee will receive a severance payment equal to three times
the employee's annual average compensation calculated over the five years
preceding such termination as well as continued health, disability and life
insurance for three years after termination. The 1980 and 1991 Master Stock
Compensation Plans, the supplementary retirement agreements and deferred income
arrangements also provide for immediate vesting or payment in the event of
termination under circumstances of a change in control.
19981999 STOCKHOLDER PROPOSALS
In order for stockholders' proposals for the 1998 annual meeting of
stockholdersAny stockholder wishing to be eligible for inclusioninclude a proposal in the Company's Proxy
Statement theyfor its 1999 annual meeting of stockholders must be receivedsubmit such proposal
for consideration in writing by submission to the Secretary of the Company at the address
indicated on the first page of this Proxy Statement no later than June 16, 1999.
Under the Company's Bylaws, a shareholder proposal not included in the Company's
Proxy Statement for its principal office1999 annual meeting of stockholders is untimely and may
not be presented in Minneapolis, Minnesotaany manner at the 1999 annual meeting of stockholders unless
the stockholder wishing to make such proposal follows certain specified notice
procedures set forth in the Company's Bylaws, including delivering notice of
such proposal in writing to the Secretary of the Company at the address
indicated on the first page of this Proxy Statement no earlier than August 21,
1999 and no later than September 20, 1998 and not prior to August 20, 1998.1999.
OTHER MATTERS
The Company is not aware of any matter, other than as stated above, which
will or may properly be presented for action at the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed form of proxy to vote the shares represented by such
proxies in accordance with their best judgment.
By Order of the Board of Directors
/s/ Norman C. Linnell
Norman C. Linnell
SECRETARY
October 14, 19971998
17
[LOGO]EXHIBIT A
DONALDSON COMPANY, INC.
1991 MASTER STOCK COMPENSATION PLAN
I. GENERAL
SECTION 1.01 PURPOSE OF THE PLAN.
The purpose of the 1991 Master Stock Compensation Plan is to enhance the
long-term profitability of Donaldson and shareholder value by offering stock
based incentives in addition to current compensation to those individuals who
are key to the growth and success of Donaldson.
SECTION 1.02 DEFINITIONS.
For all purposes of the Plan, the following terms shall have the meanings
assigned to them, unless the context otherwise requires:
(a) "Award" means any award described in Parts II and III.
(b) "Award Agreement" means an agreement entered into between Donaldson and
a Participant setting forth the terms and conditions applicable to the Award
granted to the Participant.
(c) "Change in Control". A "Change in Control" of Donaldson shall have
occurred if (i) any "person", as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than Donaldson, any trustee or other fiduciary holding securities under an
employee benefit plan of Donaldson or any corporation owned, directly or
indirectly, by the shareholders of Donaldson in substantially the same
proportions as their ownership of stock of Donaldson), either is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Donaldson representing 30% or more of the
combined voting power of Donaldson's then outstanding securities, (ii) during
any period of two consecutive years (not including any period prior to the
effective date of this Plan), individuals who at the beginning of such period
constitute the Board of Directors of Donaldson (the "Board" ), and any new
director (other than a director designated by a person who has entered into an
agreement with Donaldson to effect a transaction described in clause (i), (iii)
or (iv) of this subparagraph) whose election by the Board or nomination for
election by Donaldson's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof, unless the approval of the election or nomination for election of such
new directors was in connection with an actual or threatened election or proxy
contest, (iii) the shareholders of Donaldson approve a merger or consolidation
of Donaldson with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of Donaldson
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of Donaldson or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of Donaldson (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 30% of the combined voting
power of Donaldson's then outstanding securities or (iv) the shareholders of
Donaldson approve a plan of complete liquidation of Donaldson or an agreement
for the sale or disposition by Donaldson of all or substantially all of
Donaldson's assets or any transaction having a similar effect (the date upon
which an event described in clause (i), (ii), (iii) or (iv) of this paragraph
(c) occurs shall be referred to herein as an "Acceleration Date").
(d) "Committee" means the subcommittee (or subcommittees as may be
necessary) of the Human Resources Committee of the Board of Directors (the
"Board") appointed to administer the Plan and constituted so as to satisfy the
legal requirements, including any such requirements for disinterested
administration, imposed by Rule 16b-3 of the Exchange Act ("Rule 16b-3").
(e) "Common Stock" means the Common Stock of Donaldson, par value $5.00 per
share, including treasury Shares and authorized but unissued Shares or any
security of Donaldson issued in substitution, exchange or in lieu thereof.
A-1
(f) "Donaldson" means Donaldson Company, Inc. and its Subsidiaries.
(g) "Limitation Amount" means with respect to any Plan Year, one and one
half (11/2) percent of the Outstanding Shares.
(h) "Market Value" of Common Stock as of any date means the closing sales
price on such date on the New York Stock Exchange, or if there was no sale on
that date, then, unless otherwise specifically set forth hereinafter, on the
preceding date on which a sale occurred.
(i) "Outstanding Shares" means, with respect to any Plan Year, the
outstanding Shares of Common Stock, outstanding Common Stock equivalents (as
determined by Donaldson in the calculation of earnings per share on a fully
diluted basis) and Treasury Shares as reported in the Annual Report on Form 10-K
of Donaldson for the most recent fiscal year that ends during the Plan Year.
(j) "Participant" means an individual who has been granted an Award
pursuant to the Plan.
(k) "Plan" means this 1991 Master Stock Compensation Plan.
(l) "Plan Year" means the calendar year.
(m) "Shares" means shares of Common Stock.
(n) "Subsidiary" means any corporation or other entity of which a majority
of the voting power is owned, directly or indirectly, by Donaldson, or which is
otherwise controlled by Donaldson.
SECTION 1.03 SHARES SUBJECT TO THE PLAN.
(a) Subject to adjustments authorized by Section 1.05 and the provisions of
the remaining subsections of this Section 1.03, the number of Shares with
respect to which Awards may be issued under the Plan in any Plan Year shall not
exceed the Limitation Amount; provided that any Shares with respect to which
Awards may be issued, but are not issued, under the Plan in any Plan Year shall
be carried forward and shall be available to be covered by Awards issued in any
subsequent Plan Year in which Awards may be issued under the Plan.
(b) In the event any options granted under the Plan shall terminate or
expire for any reason without having been exercised in full, the Shares not
purchased under such options shall again be available under the Plan.
(c) In the event Shares that are the subject of Awards under the Plan are
subsequently forfeited to Donaldson pursuant to the applicable restrictions or
Award Agreement, such Shares shall again be available under the Plan.
(d) If a Participant exercises a stock appreciation right, any Shares
covered by the stock appreciation right in excess of the number of Shares issued
(or, in the case of a settlement in cash or any other form of property, in
excess of the number of Shares equal in value to the amount of such settlement,
based on the Market Value of such Shares on the date of such exercise) shall
again be available under the Plan.
(e) If pursuant to the terms of the Plan a Participant uses Shares to (i)
pay a purchase or exercise price, including an option exercise price, or (ii)
satisfy tax withholding or payment requirements, such Shares shall become
available for grant under the Plan; provided, however, that such Shares shall
not become available for grant under the Plan unless the Committee determines
that this provision would be in compliance with the applicable requirements of
Rule 16b-3 and other applicable law.
(f) The Shares that again become available under the Plan pursuant to
Subsections (b), (c), and (d) above, and the Shares that become available under
the Plan pursuant to Subsection (e) above, shall be in addition to the number of
Shares authorized by Subsection (a) above.
(g) Subject to the foregoing provisions of this Section 1.03, the grant of
an Award, the payment or settlement of which may be made in Shares, shall be
deemed to be a grant of Shares equal to the greater of the number of Shares that
may be issued under the Award or the number of Shares on the basis of which the
Award is calculated. The grant of an Award that is convertible into, or
exercisable for, Shares shall be deemed to be a grant of Shares equal to the
number of Shares into which the Award is convertible or exercisable on the date
of grant. Where the value of an Award is variable on the date it is granted, the
value of the Award
A-2
shall be deemed to be equal to the maximum limitation on the number of Shares
that may be granted or purchased under the Award. Where two or more Awards are
granted with respect to the same Shares, such Shares shall be taken into account
only once for purposes of this Section 1.03.
(h) Shares authorized or issued under any other plan or which are not
specifically issued pursuant to this Plan, shall not reduce the number of Shares
with respect to which Awards may be issued under this Plan.
SECTION 1.04 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Committee which shall in its sole
discretion determine:
(a) the individuals to participate in the Plan;
(b) the number of Shares to be covered by Awards granted under the Plan and
the price to be paid, if any, for such Shares;
(c) the size and terms of the Awards, any performance periods and
objectives, and range of achievement percentages;
(d) the provisions governing the disposition of an Award in the event of
retirement, disability, death or other termination of a Participant's employment
or relationship to Donaldson; and
(e) the interpretation, construction and implementation of the Plan.
All determinations of the Committee shall be by a majority of its members.
Decisions and determinations by the Committee shall be final.
SECTION 1.05 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), extraordinary cash dividend, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up,
combination, repurchase, or exchange of Shares or other securities,
exercisability of stock purchase rights received under the rights plan, issuance
of warrants or other rights to purchase Shares or other securities, or other
similar corporate transaction or event affects the Shares with respect to which
Awards have been or may be issued under the Plan, such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee, in such manner as the Committee may deem
equitable, may adjust any or all of (i) the number and type of Shares that
thereafter may be made the subject of Awards, (ii) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (iii) the
grant, purchase, or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, in each case, that with respect to incentive stock options, no
such adjustment shall be authorized to the extent that such adjustment would
cause such options to violate Section 422 of the Internal Revenue Code of 1988
as amended (the "Code") or any successor provision; and provided further, that
the number of Shares subject to any Award denominated in Shares shall always be
a whole number.
(b) In the event of a corporate merger, consolidation, acquisition of
property or stock, reorganization or liquidation, the Committee shall be
authorized to cause the Corporation to issue or to assume stock options or stock
appreciation rights, whether or not in a transaction to which Section 424(a) of
the Code applies, by means of substitution of new options or rights for
previously issued options or rights or an assumption or previously issued
options or rights, but only if and to the extent that such substitution or
assumption is consistent with the other provisions of the Plan, with the
applicable requirements of Rule 16b-3, and with any other applicable law.
SECTION 1.06 EFFECTIVE DATE.
The effective date of the Plan shall be the date upon which the Plan shall
be approved by the shareholders of Donaldson. Unless the Plan is terminated
earlier in accordance with Section 1.07 hereof, the Plan shall remain in full
force and effect until the close of business on December 31, 2001, at which time
the right to grant Awards under the Plan shall terminate automatically unless
the Shareholders of Donaldson approve an extension or renewal. Any Awards
granted under the Plan before such termination date shall continue to be
governed, thereafter, by the terms of the Plan and of the Awards.
A-3
SECTION 1.07 AMENDMENT OR TERMINATION OF PLAN.
The Board may at any time terminate the Plan or from time to time amend or
revise the terms of the Plan or any part thereof without further action of the
shareholders; provided, however, that the Board may not amend the Plan in any
manner or by any procedure that would result in noncompliance with Rule 16b-3 or
any applicable law.
Notwithstanding any of the above, on or after the occurrence of a Change in
Control, no direct or indirect alteration, amendment, suspension, termination or
discontinuance of the Plan, no establishment or modification of rules,
regulations or procedures under the Plan, no interpretation of the Plan or
determination under the Plan, and no exercise of authority or discretion vested
in the Committee under any provision of the Plan (collectively or individually,
a "Change") shall be made if such Change (1) is not required by applicable law,
necessary to meet the requirements of Rule 16b-3, or required to preserve the
qualification of incentive stock options under the Code, and (2) would have the
effect of:
(i) eliminating, reducing or otherwise adversely affecting a Participant's,
former Participant's or beneficiary's right with respect to any Award (including
without limitation any Award previously deferred and unpaid (including any
appreciation, dividend equivalents, interest, or other earnings thereon) in
accordance with a deferral election made prior to such Change and in accordance
with any investment or payment option permitted (irrespective of any requirement
for approval) pursuant to rules, regulations or procedures in effect on the date
immediately preceding the date on which the Change in Control occurs),
(ii) altering the meaning or operation of the definition of "Change in
Control" in Section 1.02 hereof (and of the definition of all the defined terms
that appear in the definition of "Change in Control"), the provisions of this
Section 1.07 or Section 1.13 or any rule, regulation, procedure, provision or
determination made or adopted prior to the Change in Control pursuant to this
Section 1.07 or any provision in any rule, regulation, procedure, provision or
determination made or adopted pursuant to the Plan that becomes effective upon
the occurrence of a Change in Control (collectively, the "Change in Control
Provisions"), or
(iii) undermining or frustrating the intent of the Change in Control
Provisions to secure for Participants, former Participants and beneficiaries the
maximum rights and benefits that can be provided under the Plan.
Upon and after the occurrence of a Change in Control, all rights of all
Participants, former Participants and beneficiaries under the Plan (including
without limitation any rules, regulations or procedures promulgated under the
Plan) shall be contractual rights enforceable against Donaldson and any
successor to all or substantially all of the Donaldson's business or assets.
SECTION 1.08 WITHHOLDING OF TAX.
Each participant, as a condition precedent to the issuance of Shares
hereunder, shall make arrangements with Donaldson for payment or withholding of
the amount of any tax required by any government authority to be withheld and
paid by Donaldson to such government authority for the account of the
participant.
SECTION 1.09 EMPLOYMENT.
Nothing in the Plan and no grant of an Award shall be deemed to grant any
right of continued employment to a participating employee or to limit or waive
any rights of Donaldson to terminate such employment at any time, with or
without cause.
SECTION 1.10 RIGHTS AS SHAREHOLDERS.
A participating employee shall have no rights whatsoever as a shareholder
of Donaldson with respect to any Shares covered by an Award until the date of
issuance of a stock certificate pursuant to the terms of such Award.
SECTION 1.11 UNFUNDED PLAN.
The Plan shall be unfunded. Donaldson shall not be required to segregate
any assets that may at any time be represented by Awards made pursuant to the
Plan. Neither Donaldson nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of Donaldson to any
Participant, former Participant or beneficiary with respect to an Award shall be
based solely upon contractual obligations created by the Plan and the Award
Agreement. No such obligation shall be deemed to be secured by any pledge of or
any encumbrance on any property of Donaldson.
A-4
SECTION 1.12 NO FRACTIONAL SHARES.
No fractional Shares shall be issued pursuant to the Plan or any Award. The
Committee shall determine whether cash, other securities, or other property
shall be paid or transferred in lieu of fractional Shares, or whether fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.
SECTION 1.13 CHANGE IN CONTROL. IN THE EVENT OF A CHANGE IN CONTROL OF
DONALDSON:
(a) any outstanding options and stock appreciation rights granted under the
Plan not previously vested and exercisable shall become fully vested and
exercisable and shall remain exercisable thereafter until they are either
exercised or expire by their terms;
(b) performance objectives applicable to Awards granted under the Plan
shall be deemed to have been met at 100% of target then prorated on the basis of
the portion of the performance period that has expired; and
(c) the restrictions applicable to any restricted Shares awarded under the
Plan shall lapse and such Shares shall become fully vested.
II. EMPLOYEE AWARDS
SECTION 2.01
The following types of Awards may be granted under this Part II, singly or
in combination or in tandem with other Awards (or with awards under other plans
of Donaldson) as the Committee may determine. All such Awards shall be in a form
determined by the Committee provided that no Award may be inconsistent with the
terms of the Plan and must be set forth in an Award Agreement.
SECTION 2.02 GRANT OF STOCK OPTIONS.
Any employee (including officers and employee directors) regularly employed
by Donaldson shall be eligible to receive options hereunder. No option may be
granted to any employee who owns more than 5% of the Common Stock.
Options shall be evidenced by written Award Agreements. The Award
Agreements, in such form as the Committee shall from time to time approve, shall
contain the terms and conditions of such option including the following:
(a) TIME OF EXERCISE. An employee may exercise an option at such time or
times as determined by the Committee at the time of the grant; provided,
however, that all rights to exercise an incentive stock option shall expire not
more than ten years after the date such option is granted.
(b) EXERCISE PRICE. The exercise price per share of Common Stock
deliverable upon the exercise of an option shall be determined by the Committee
at the time of grant and clearly set forth in the Award Agreement; but shall not
be less than the Market Value of the Shares on the date the option is granted.
(c) EXERCISE OF OPTIONS. To exercise an option in whole or in part, the
Participant employee shall give written notice to Donaldson's Treasurer at the
principal offices of Donaldson of the exercise of the option, stating the number
of Shares with respect to which the Participant is so exercising and
accompanying such notice with full payment of the exercise price for such number
of Shares. Payment of the exercise price may be made in cash or, with the
consent of the Committee, in whole or in part through the delivery or
attestation to the ownership of Common Stock valued at the Market Value on the
day preceding the date of exercise provided that in the case of attestation, the
Shares transferred upon exercise of the option shall be net of the number of
Shares attested to. Subject to rules established by the Committee, the amount of
any tax required to be paid or withheld pursuant to Section 1.08 may be
satisfied by Donaldson withholding Shares issued on exercise having a Market
Value on the day preceding the date of exercise equal to such taxes; provided,
that the number of Shares so withheld shall be rounded up to avoid the necessity
of issuing fractional Shares.
(d) The Committee may grant "reload" options pursuant to which, subject to
the terms and conditions established by the Committee and any applicable
requirements of Rule 16b-3 or any other applicable law, the Participant would be
granted a new option when the payment of the exercise price of a previously
granted
A-5
option is made by the delivery or attestation to ownership of Common Stock owned
by the Participant, as described in Section 2.02(c) hereof, which new option (i)
would be an option to purchase the number of Shares provided as consideration
upon the exercise of the previously granted option and (ii) would have a per
share exercise price equal to the Market Value as of the date of grant of the
new option.
SECTION 2.03 STOCK APPRECIATION RIGHTS.
The Committee may grant stock appreciation rights under the Plan. A Stock
Appreciation Right (SAR) is a right, denominated in Shares, to receive, upon
surrender of the right (or of both the right and a related option in the case of
a tandem right) in whole or in part, but without payment, an amount (payable in
Shares, in cash, or a combination thereof as the Committee shall determine) that
does not exceed the excess of the Market Value on the exercise date of the
number of Shares for which the SAR is exercised over the exercise price of such
right, which exercise price shall not be less than the Market Value for such
Shares on the date the right was granted (or, in the case of an option with
tandem SAR not less than the option price that the optionee otherwise would have
been required to pay for such Shares); provided that, in the case of any SAR
granted retroactively in tandem with or in substitution for another Award (or
any outstanding award granted under any other plan of Donaldson), the exercise
price shall not be less than the Market Value for the number of Shares for which
the SAR is exercised on the date of grant of the other Award (or award). The
exercise of SARs for cash by a Participant who is an officer or a director for
purposes of Sections 16(a) and 16(b) of the Exchange Act or any successor
thereto, shall be subject to the requirements of Rule 16b-3. Upon exercise of a
tandem SAR as to some or all of the Shares covered by the grant, the related
stock option shall be canceled automatically to the extent of the number of
Shares covered by such exercise. If a related stock option is exercised as to
some or all of the Shares covered by the grant, the tandem SAR, if any, shall be
canceled automatically to the extent of the number of Shares covered by the
stock option exercise.
SECTION 2.04 INCENTIVE STOCK OPTIONS.
At the discretion of the Committee, options granted under Section 2.02
above may be designated incentive stock options in compliance with Section 422
of the Code or any successor section, as it may be amended from time to time,
and the regulations thereunder.
Incentive stock options shall be evidenced by written Award Agreements and
may be granted only with respect to Shares of Common Stock. The aggregate number
of Shares for which incentive stock options may be granted under the Plan shall
not exceed 1,000,000 Shares of Common Stock, subject in any Plan Year to the
limitations imposed and adjustments required by Section 1.03 hereof and subject
to the adjustment provisions set forth in Section 1.05 hereof. Incentive stock
options may not be granted under the Plan after November 15, 2001.
SECTION 2.05 RESTRICTED STOCK.
The Committee may grant to any employee restricted stock, for no cash
consideration, if permitted by applicable law, or for such other consideration
as may be determined by the Committee and specified in the Award Agreement which
sets forth the Award. The terms and conditions of Awards of restricted stock
shall be determined by the Committee. Unless otherwise specified in the Award
Agreement, holders of restricted stock shall have the right to vote such Shares
and receive cash and stock dividends on such shares.
Any restricted stock issued hereunder may be evidenced in such manner as
the Committee in its sole discretion shall deem appropriate, including, without
limitation, bookentry registration or issuance of a stock certificate or
certificates, and may be held in escrow by such party as the Committee in its
sole discretion shall designate. In the event any stock certificate is issued in
respect of restricted stock granted hereunder and not held in escrow, such
certificate shall bear an appropriate legend with respect to the restrictions
applicable to such Award.
SECTION 2.06 OTHER STOCK-BASED AWARDS.
The Committee may grant Awards (other than the Awards described above)
under the Plan that consist of or are denominated in or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares,
provided that such grants must comply with Rule 16b-3 and other applicable law.
The Committee may subject such Awards to such restrictions on transfer and/or
such other restrictions on incidents of ownership as the Committee may
determine, provided that such restrictions must be consistent
A-6
with the terms of the Plan. The Committee may grant Awards under this Section
2.06 that require no payment of consideration by the Participant (other than
services previously rendered or, as may be permitted by applicable law, services
to be rendered), either on the date of grant or the date any restriction(s)
thereon are removed. In addition, the Committee may grant Awards under this
Section 2.06 that provide to the Participant the right to purchase Shares,
provided that the purchase price or exercise price, if any, shall in no event be
less than the Market Value for such Shares on the date of grant; provided that,
in the case of any Award granted retroactively in tandem with or in substitution
for another Award (or any outstanding award granted under any other plan of
Donaldson) the purchase price or exercise price, if any, shall not be less than
the Market Value on the date of grant of the other Award (or award).
SECTION 2.07 DOLLAR-DENOMINATED AWARDS.
The Committee may grant cash Awards under the Plan that are denominated in,
valued by reference to, or otherwise based on or related to, a designated dollar
amount or amounts (including dollar amounts that are determined pursuant to a
formula), as determined by the Committee, and that are determined in accordance
with the achievement of long-term performance criteria applicable to Donaldson,
a Subsidiary, division, operating unit or individual Participant, as determined
by the Committee. Awards granted pursuant to this Section 2.07 shall be payable
only in cash.
SECTION 2.08 DIVIDEND EQUIVALENTS
The Committee may grant dividend equivalents in respect of Awards. In
respect of any such Award that is outstanding on a dividend record date for the
Shares covered by the Award, the Participant may be credited with an amount
equal to the amount of cash or stock dividends that would have been paid on the
Shares covered by the Award if the covered Shares had been issued and
outstanding on the dividend record date. Subject to the terms of the Plan and
any applicable Award Agreements, the Committee shall establish such rules and
procedures governing the crediting of dividend equivalents, including the timing
and payment contingencies that apply to the dividend equivalents, as the
Committee deems necessary or appropriate and which rules and procedures shall
comply with Rule 16b-3 and other applicable law. Dividend equivalents shall be
paid only in cash.
SECTION 2.09 NON-TRANSFERABILITY OF AWARDS.
Awards (other than Restricted Shares, the restrictions upon which have
lapsed) are not transferable by an employee other than by will or the laws of
descent and distribution. During the employee's lifetime, stock options and
stock appreciation rights may be exercised only by such employee.
Notwithstanding the above, transferability of stock option grants is permitted
with the approval of the Committee.
III. NONEMPLOYEE DIRECTOR AWARDS
SECTION 3.01 ELIGIBLE PARTICIPANTS.
Each member of the Board from time to time who is not a full time employee
of Donaldson shall be an eligible participant ("Part III Participant") for an
Award under this Part III.
SECTION 3.02 DEFERRED SHARES IN LIEU OF RETAINER OR MEETING FEES.
(a) AUTOMATIC RECEIPT OF RESTRICTED SHARES. Thirty percent (30%) of the
annual retainer payable to a Part III Participant for service on the Board shall
be payable solely by crediting to such Part III Participant's deferred stock
account (a "Deferred Stock Account") a number of Shares having a Fair Market
Value equal to 30% of such annual retainer. Such Part III Participant shall
receive the Shares held in his or her Deferred Share Account in accordance with
the terms of Section 3.09 below. The Shares shall be issued to a Part III
Participant in accordance with the election made by such Part III Participant
prior to the commencement of the service year for which services will be
rendered to the Board; provided that, if no such election is made, all such
Deferred Shares shall be deferred until such Part III Participant's retirement
from service on the Board.
(b) ELECTION TO RECEIVE ADDITIONAL RESTRICTED SHARES. Each Part III
Participant shall have the right to elect to receive up to 100% of his or her
annual retainer for services on the Board which would otherwise be payable in
cash (other than fees which have been deferred under the Company's Compensation
Plan for
A-7
Nonemployee Directors), in the form of Shares. Any part of the annual retainer
elected to be so deferred shall be payable in Shares held in his or her Deferred
Share Account in accordance with the terms of Section 3.09 below. The number of
Shares to be credited to a Part III Participant's Deferred Stock Account
hereunder shall be determined in accordance with Section 3.02(d) of this Plan.
Such election must be made prior to the service year for which the annual
retainer is to be so deferred. Elections under this Subsection 3.02(b) shall
remain in effect from year to year until changed by the Part III Participant. No
change shall be effective until the next service year.
(c) ELECTION TO RECEIVE DEFERRED SHARES IN LIEU OF MEETING FEES. Each Part
III Participant may also elect to be credited with Shares in lieu of all or any
portion of the meeting fees otherwise payable to such Part III Participant. The
number of Shares to be credited to a Part III Participant's Deferred Stock
Account hereunder shall be determined in accordance with Section 3.02(d) of this
Plan. Such election must be made prior to the service year for which the annual
retainer is to be so deferred. Elections under this Subsection 3.02(c) shall
remain in effect from year to year until changed by the Part III Participant. No
change shall be effective until the next service year.
(d) CREDITS TO DEFERRED STOCK ACCOUNT FOR ELECTIVE DEFERRALS. On December 1
and on June 1 of each service year (each a "Credit Date"), a Part III
Participant shall receive a credit to his or her Deferred Stock Account. The
amount of the credit on December 1 shall be the number of Shares (rounded to the
nearest one-hundredth of a share) determined by dividing (i) an amount equal to
the portion of the annual retainer fees for the upcoming service year specified
for deferral pursuant to Section 3.04 and the meeting fees payable to such Part
III Participant on such Credit Date for meetings attended since the preceding
Credit Date and specified for deferral pursuant to Section 3.04, by (ii) the
Fair Market Value of one Share on such Credit Date. The amount of the credit on
June 1 shall be the number of Shares (rounded to the nearest one-hundredth of a
share) determined by dividing (i) an amount equal to the meeting fees payable to
such Part III Participant on such Credit Date for meetings attended since the
preceding Credit Date and specified for deferral pursuant to Section 3.04, by
(ii) the Fair Market Value of one Share on such Credit Date.
SECTION 3.03 ISSUANCE OF STOCK IN LIEU OF CASH.
The Company shall not issue fractional shares; however, fractional shares
will be credited to the Deferred Stock Accounts (rounded to the nearest
one-hundredth share). Whenever, under the terms of this Plan, a fractional share
would be required to be issued, an amount in lieu thereof shall be paid in cash
for such fractional share based upon the same Fair Market Value as was utilized
to determine the number of Shares to be issued on the relevant issue date.
SECTION 3.04 MANNER OF MAKING DEFERRAL ELECTION.
A Part III Participant may elect to defer payment of a portion of the
annual retainer or meeting fees pursuant to Sections 3.02(b) or (c) of this Plan
by filing, no later than November 15 of each year (or by such other date as the
Administrator shall determine), an irrevocable election with the Administrator
on a form provided for that purpose ("Deferral Election"). The Deferral Election
shall be effective with respect to the annual retainer and meeting fees payable
on or after December 1 of the following service year unless the Part III
Participant shall revoke or change the election in accordance with the procedure
set forth in Section 3.07. The Deferral Election form shall specify an amount to
be deferred expressed as a dollar amount or as a percentage of the Part III
Participant's annual retainer and/or meeting fees payment.
SECTION 3.05 DIVIDEND CREDIT.
Each time a dividend is paid on the Common Stock, a Part III Participant
shall receive a credit to his or her Deferred Stock Account equal to that number
of shares of Common Stock (rounded to the nearest one-hundredth of a share)
having a Fair Market Value on the dividend payment date equal to the amount of
the dividend payable on the number of Shares credited to the Part III
Participant's Deferred Stock Account on the dividend record date.
SECTION 3.06 FAIR MARKET VALUE.
For purposes of converting dollar amounts into shares of Common Stock, the
Fair Market Value of each share of Common Stock shall be equal to the closing
price of one share of the Company's Common Stock on
A-8
the New York Stock Exchange-Composite Transactions on the last business day as
of which Deferred Shares are credited to the Part III Participant's Deferred
Stock Account or the date of issuance of Shares, as the case may be.
SECTION 3.07 CHANGE IN ELECTION.
Each Part III Participant may irrevocably elect in writing to change an
earlier Deferral Election, either to change the percentage of his or her annual
retainer or meeting fees to be credited in Shares to such Part III Participant's
Deferred Share Account or to receive the entire amount in cash (an "Amended
Election"). Such Amended Election shall not become effective until the December
1 following the date of receipt of such Amended Election by the Company.
SECTION 3.09 DEFERRAL PAYMENT.
(a) DEFERRAL PAYMENT ELECTION. At the time of making the Deferral Election,
each Part III Participant shall also complete a deferral payment election
specifying one of the payment options described in Sections 3.09(b) and (c), and
the year in which amounts credited to the Part III Participant's Deferred Stock
Account shall be paid in a lump sum pursuant to Section 3.09(b), or in which
installment payments shall commence pursuant to Section 3.09(c). The deferral
payment election shall be irrevocable as to all amounts credited to the Part III
Participant's Deferred Stock Account. The Part III Participant may change the
deferral payment election by means of a subsequent deferral payment election in
writing that will take effect for deferrals credited after the date the Company
receives such subsequent deferral payment election.
(b) PAYMENT OF DEFERRED STOCK ACCOUNTS IN A LUMP SUM. Unless a Part III
Participant elects to receive payment of his or her Deferred Stock Account in
installments as described in Section 3.09(c), credits to a Part III
Participant's Deferred Stock Account shall be payable in full on December 1 of
the year following the Part III Participant's termination of service on the
Board (or the first business day thereafter) or such other date as elected by
the Part III Participant pursuant to Section 3.09(a). All payments shall be made
in shares of Common Stock plus cash in lieu of any fractional share.
Notwithstanding the foregoing, in the event of a Change in Control, credits to a
Part III Participant's Deferred Stock Account as of the business day immediately
prior to the effective date of the transaction constituting the Change in
Control shall be paid in full to the Part III Participant or the Part III
Participant's beneficiary or estate, as the case may be, in whole shares of
Common Stock (together with cash in lieu of a fractional share) on such date.
(c) PAYMENT OF DEFERRED STOCK ACCOUNTS IN INSTALLMENTS. A Part III
Participant may elect to have his or her Deferred Stock Account paid in annual
installments following termination of service as a director or at such other
time as elected by the Part III Participant pursuant to Section 3.09(a). All
payments shall be made in shares of Common Stock plus cash in lieu of any
fractional share. All installment payments shall be made annually on December 1
of each year (or the first business day thereafter). The amount of each
installment payment shall be computed as the number of Shares credited to the
Part III Participant's Deferred Stock Account on the relevant installment
payment date, multiplied by a fraction, the numerator of which is one and the
denominator of which is the total number of installments elected (not to exceed
ten) minus the number of installments previously paid. Amounts paid prior to the
final installment payment shall be rounded to the nearest whole number of
Shares; the final installment payment shall be for the whole number of Shares
then credited to the Part III Participant's Deferred Stock Account, together
with cash in lieu of any fractional shares. Notwithstanding the foregoing, in
the event of a Change of Control, credits to a Part III Participant's Deferred
Stock Account as of the business day immediately prior to the effective date of
the transaction constituting the Change of Control shall be paid in full to the
Part III Participant or the Part III Participant's beneficiary or estate, as the
case may be, in whole Shares (together with cash in lieu of a fractional share)
on such date.
SECTION 3.10 LIMITATION ON RIGHTS OF PART III PARTICIPANTS.
(a) SERVICE AS A DIRECTOR. Nothing in this Plan will interfere with or
limit in any way the right of the Company's Board or its stockholders to remove
a Part III Participant from the Board. Neither this Plan nor any action taken
pursuant to it will constitute or be evidence of any agreement or understanding,
express or implied, that the Company's Board or its stockholders have retained
or will retain a Part III Participant as a director for any period of time or at
any particular rate of compensation.
A-9
(b) NONEXCLUSIVITY OF THE PLAN. Nothing contained in this Plan is intended
to effect, modify or rescind any of the Company's existing compensation plans or
programs or to create any limitations on the Board's power or authority to
modify or adopt compensation arrangements as the Board may from time to time
deem necessary or desirable.
(c) PARTICIPANTS ARE GENERAL CREDITORS OF THE COMPANY. The Part III
Participants and beneficiaries thereof shall be general, unsecured creditors of
the Company with respect to any payments to be made pursuant to this Plan and
shall not have any preferred interest by way of trust, escrow, lien or otherwise
in any specific assets of the Company. If the Company shall, in fact, elect to
set aside monies or other assets to meet its obligations hereunder (there being
no obligation to do so), whether in a grantor's trust or otherwise, the same
shall, nevertheless, be regarded as a part of the general assets of the Company
subject to the claims of its general creditors, and neither any Part III
Participant nor any beneficiary thereof shall have a legal, beneficial or
security interest therein.
SECTION 3.11 SPECIAL ONE-TIME AWARD OF DEFERRED SHARES.
The following Award is being paid in conjunction with the termination,
effective as of May 21, 1998, of the Company's Independent Director Retirement
and Death Benefit Plan (the "Director Retirement Plan") with respect to all
directors who are members of the Board of Directors on May 21, 1998:
Each Part III Participant who is a director on May 21, 1998, shall be
awarded a one-time grant, effective on such date, of Shares to his or her
Deferred Stock Account in an amount equal to 115% of the benefits accrued for
such Part III Participant in the Director Retirement Plan as of such date
divided by the Fair Market Value of one Share as of such date. All of such
Shares credited to a Part III Participant's Deferred Stock Account shall be paid
out in three, equal, annual installments, commencing on December 1 of the first
service year in which such Part III Participant is no longer serving as a
director.
SECTION 3.12 RESTRICTED STOCK AWARDS.
If such grant does not affect the "disinterested administrator" status of
the Committee under Rule 16b-3, the Committee may grant to any Part III
Participant Shares of restricted stock, for no cash consideration, if permitted
by applicable law, or for such other consideration as may be determined by the
Committee and specified in the Award.
A-10
[LOGO](TM)
DONALDSON(R)
DONALDSON COMPANY, INC.
ANNUAL MEETING -- NOVEMBER 20, 1998
The undersigned appoints WILLIAM G. VAN DYKE and NORMAN C. LINNELL, and each of
them, as Proxies, each with the power to appoint his substitute, to represent
and vote, as designated below, all shares of the undersigned at the 1998 Annual
Meeting of Stockholders of Donaldson Company, Inc. at The Conference Center at
Atrium Center, 3105 E. 80th Street, Bloomington, Minnesota, at 10:00 a.m.,
Central Time, on Friday, November 20, 1998, and at any adjournment thereof.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS, DONALDSON COMPANY, INC.
(CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR:
1. ELECTION OF DIRECTORS.
Nominees: (01)PAUL B. BURKE, (02)KENDRICK B. MELROSE, (03)STEPHEN W. SANGER
[ ] VOTE FOR all nominees [ ] WITHHOLD VOTE from all nominees
To withhold authority to vote for any nominee(s), write the number(s) of
the nominee(s) in the box to the right. [_____________________________]
2. Approve appointment of Ernst & Young LLP as independent auditors.
[ ] For [ ] Against [ ] Abstain
3. Approve Amendment of 1991 Master Stock Compensation Plan.
[ ] For [ ] Against [ ] Abstain
Date _____________________________, 1998
________________________________________
PLEASE DATE AND SIGN ABOVE exactly as
name appears, indicating, if
appropriate, official position or
representative capacity. If stock is
held in joint tenancy, each joint owner
should sign.
[LOGO](TM)
DONALDSON(R)
DONALDSON COMPANY, INC.
ANNUAL MEETING -- NOVEMBER 20, 1998
The undersigned hereby appoints WilliamWILLIAM G. Van DykeVAN DYKE and NormanNORMAN C. Linnell,LINNELL, and each of
them, as proxies,Proxies, each with fullthe power to appoint ahis substitute, to represent
and vote, as designated below, all shares of the undersigned is entitled to vote at the 1998 Annual
Meeting of Stockholders of Donaldson Company, Inc. to be heldat The Conference Center at
Atrium Center, 3105 E. 80th Street, Bloomington, Minnesota, at 10:00 a.m.,
Central Time, on Friday, November 21, 1997,20, 1998, and all
adjournments thereof,at any adjournment thereof.
In their discretion, the Proxies are authorized to vote upon such other business
as designated onmay properly come before the matters referred to on the
reverse side hereof and, in their discretion, onMeeting or any other matters properly
coming before said meeting.
Dated:_____________________, 1997
_________________________________
_________________________________
Signatures
(Please sign as name(s) appear on
this proxy. If joint account,
each joint owner should sign.
When signing as attorney,
executor, administrator, trustee,
guardian or corporate official,
give your full title as such.)
(Continued from and to be signed on the reverse side)adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNERAS DIRECTED BELOW.OR, IF NO DIRECTION
IS MADE, THIS PROXYGIVEN, WILL BE VOTED FOR PROPOSALSEACH PROPOSAL. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS, DONALDSON COMPANY, INC.
(CONTINUED, AND TO BE SIGNED AND DATED ON OTHER SIDE)
VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE
CALL TOLL FREE *** ON A TOUCH TONE TELEPHONE
1-800-240-6326 --- ANYTIME
[LOGO](TM) -------------------
DONALDSON(R) COMPANY #
FILTRATION SOLUTIONS CONTROL #
-------------------
- --------------------------------------------------------------------------------
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, dated, signed and returned your proxy card. The
deadline for telephone voting is noon (ET), November 19, 1998.
AUTOMATED TELEPHONE VOTING INSTRUCTIONS
1. Using a TOUCH-TONE telephone, dial 1-800-240-6326. Please make sure you stay
on the line until you receive a confirmation of your vote.
2. When prompted, enter the 3-digit Company Number located in the box on the
upper right hand corner of the proxy card.
3. When prompted, enter your 7-digit numeric Control Number that follows the
Company Number.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press "1" When asked, please confirm your vote by pressing 1 2 AND 3.--
THANK YOU FOR VOTING.
OPTION #2: If you choose to vote on each proposal separately: Press "0" You
will hear these instructions:
Proposal 1: To vote FOR ALL nominees, press "1"; to WITHHOLD FOR
ALL nominees, press "9"; to WITHHOLD FOR AN
INDIVIDUAL nominee, press "0" and listen to the
instructions.
Proposal 2: To vote FOR, press "1"; AGAINST, press "9"; ABSTAIN,
press "0"
Proposal 3: To vote FOR, press "1"; AGAINST, press "9"; ABSTAIN,
press "0"
When asked, please confirm your vote by pressing "1" -- THANK YOU FOR VOTING.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
DONALDSON COMPANY, INC.
Annual Meeting
The Conference Center
at Atrium Center
3105 E. 80th Street
Bloomington, Minnesota
NOVEMBER 20, 1998
10:00 a.m., CENTRAL TIME
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR:
1. ELECTION OF DIRECTORS.
Nominees: J.W. Eugster, W.G. Van Dyke
|_|(01)PAUL B. BURKE, (02)KENDRICK B. MELROSE, (03)STEPHEN W. SANGER
[ ] VOTE FOR all nominees listed above; |_|[ ] WITHHOLD VOTE from all nominees.
exceptnominees
To withhold authority to vote withheld from following
nominees (if any):
___________________________________________________________________________for any nominee(s), write the number(s) of
the nominee(s) in the box to the right. [_____________________________]
2. AMEND CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON
STOCK: |_| FOR |_| AGAINST |_| ABSTAINApprove appointment of Ernst & Young LLP as independent auditors.
[ ] For [ ] Against [ ] Abstain
3. RATIFY APPOINTMENT OF AUDITORS: |_| FOR |_| AGAINST |_| ABSTAIN
4. IN THEIR DISCRETION upon other matters as may come before the meeting.Approve Amendment of 1991 Master Stock Compensation Plan.
[ ] For [ ] Against [ ] Abstain
[ ] Mark here for address change and note below.
Date _____________________________, 1998
________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPESIGN ABOVE exactly as
name appears, indicating, if
appropriate, official position or
representative capacity. If stock is
held in joint tenancy, each joint owner
should sign.