UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NORDSON CORPORATION

Notice of

2019 Annual Meeting

and Proxy Statement

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

January 18, 201922, 2021

Dear Shareholder:

It is my pleasure, on behalf of the Board of Directors of Nordson Corporation (the “Board of Directors”), to invite you to attend our annual meeting of shareholders (the “Annual Meeting”), which will be held virtually, via audio-only, at the law offices of BakerHostetler LLP, 2000 Key Tower, 127 Public Square, Cleveland, Ohio 44114, at 8:00 a.m., Eastern Time,www.virtualshareholdermeeting.com/NDSN2021 on Tuesday, February 26, 2019.March 2, 2021, at 10:00 a.m. Eastern Time. We are holding the Annual Meeting virtually this year to support the health and well-being of our shareholders, employees, and their families due to the COVID-19 pandemic. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions electronically during the Annual Meeting. You will not be able to attend the Annual Meeting in person.

The accompanying noticeNotice of Annual Meeting and Proxy Statement describe the items of business that will be discussed and voted upon during the Annual Meeting. It is important that you vote your shares of common stock whether or not you plan to attend the Annual Meeting. You have a choice of voting through the Internet, by telephone, or by returning the enclosed proxy/voting instruction card by mail. If you are a registered shareholder, youYou may also vote in person atelectronically during the Annual Meeting. Please refer to the instructions in the enclosed materials.

On behalf of management and the Board of Directors, I want to thank you for your continued support and confidence in 2019.

Sincerely,

MICHAEL J. MERRIMAN, JR.

Chair of the Board of Directors

NORDSON CORPORATION

TABLE OF CONTENTS

NORDSON CORPORATIONNordson Corporation

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

To Be Held Tuesday, February 26, 2019March 2, 2021

A Proxy Statement, Proxy/Voting Instruction Card, and Annual Report to Shareholders, which includes our Annual Report on Form10-K for the fiscal year ended October 31, 2018,2020, accompany this Notice and are also available at:www.nordson.com/en/our-company/investors/annual-reports-and-presentationshttps://investors.nordson.com/financials/default.aspx#annual-reports. The Board of Directors has determined that shareholders of record at the close of business on January 2, 20194, 2021 are entitled to notice of, and to vote during, the Annual Meeting.

By Order of the Board of Directors,

GINA A. BEREDO

Executive Vice President, General Counsel

and Secretary

January 18, 201922, 2021

Westlake, Ohio

PROXY STATEMENT SUMMARY

This summary highlights information relating to the items to be voted on during the Annual Meeting and important business, compensation, and corporate governance matters. For additional information, please refer to the discussions contained in this Proxy Statement and in our Annual Report onForm 10-K for the fiscal year ended October 31, 20182020 filed with the United States Securities and Exchange Commission on December 14, 201818, 2020 (the “2018“2020 Annual Report”).Unless otherwise noted, all references to 2020 in this Proxy Statement refer to our fiscal year that ended October 31, 2020.

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting. They are not included in the vote count for election of directors. However, abstentions will affect the outcome of the votevotes on Proposals 2, 3, and 3,4, being equivalent to a vote “against” the Proposals.

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We will also consider any other matters that may properly be brought before the Annual Meeting and any postponement(s) or
adjournment(s) thereof. As of the date of this Proxy Statement, we have not received notice of other matters that may be properly presented at the Annual Meeting.

The following table provides summary information about our director nominees:

BUSINESS HIGHLIGHTS

Fiscal year 20182020 was aan unprecedented year of outstandingwhere we achieved solid financial results in an uncertaina challenging macroenvironment affected by the COVID-19 pandemic. Despite these challenges, we remained committed to our customers andlow-growth global macroeconomic environment. advanced our long-term profitable growth strategy. The following highlights our performance for fiscal year 2018:2020:

Our COVID-19 Response

As the COVID-19 pandemic spread throughout the world, Nordson remained committed to our core values – Integrity, Excellence, Passion for Our Customers, Energy, and Respect for People. We relied on these foundational principles to guide us as we focused on two critical priorities – protecting the health and safety of our employees and responding to the needs of our customers.

Our employees’ health and safety remain our highest priority, especially during the pandemic, and reflects our core values of Respect for People and Integrity. We manufacture products deemed essential to the critical infrastructure, including health and safety, food and agriculture, and energy, and as a result, all our production sites continued operating during the pandemic. As such, we have invested in creating physically safe work environments for our employees. When the pandemic first impacted our employees in our international locations, we began hosting cross-functional global team meetings to proactively manage employee safety. Teams from around the world came together to ensure our employees had access to masks, thermometers, protective gloves and sanitizing supplies in order to protect not only themselves, but their families as well.

This Nordson spirit continued as the virus spread around the world. Closely following the recommendations of the World Health Organization, the U.S. Centers for Disease Control and Prevention, and local governments, we took action to ensure our employees were safe:

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Guided by our values of Excellence and Passion for Our Customers, we responded quickly to the needs of our customers that resulted from the pandemic. We supplied gear pumps and screen changers to producers of melt blown polypropylene microfiber sheets used in the manufacture of masks, gowns, and other personal protective equipment for healthcare workers. We helped innovate the mask manufacturing process. With Nordson adhesive dispensing technology for nonwoven materials, surgical facemask manufacturers were able to optimize the standard design to output as many as ten times more masks per minute. We supplied electronic dispense applications and fluid management robots that were used to enable the mass-production of ventilators used to support the fight against COVID-19. Nordson teams partnered with key medical customers to develop applications that dispense reagents for diagnostic test strips and to produce proprietary single-use plastic fluid management components to manufacture vaccines. Across countless critical applications, Nordson teams supported our customers and produced applications and systems that supported the front-line efforts to combat the spread of COVID-19 and support its treatment around the world.

While we anticipate continued challenges, our actions in 2020 have demonstrated our agility to support the continued and evolving needs of our customers, while remaining committed to our core purpose: to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavioral and enlightened citizenship, grows and produces wealth for our customers, employees, shareholders, and communities.

Nordson Corporation – 2021 Proxy Statement   |   5

GOVERNANCE HIGHLIGHTS

The following summarizes the structure of our board of directors as of our record date, January 4, 2021⁽¹⁾, and key elements of our corporate governance framework:

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COMPENSATION HIGHLIGHTS

The information below reflects highlights of our named executive officer compensation program for fiscal year 2018.2020. The tablescharts are not substitutes for, nor do they reflect, all of the information provided in the Summary Compensation Table presented later in this Proxy Statement. During our 20182020 Annual Meeting, approximately 97.70%98.74% of shareholder votes cast were in favor of the compensation paid to our named executive officers. We value this positive endorsement by our shareholders of our executive compensation policies.

Additional information about our compensation philosophy and program, including the compensation awarded to each of our named executive officers, may be found in the “Executive Compensation: Compensation Discussion and Analysis” section of this Proxy Statement.

Principal Components of Named Executive Officer Compensation

The tables below present FY2016

Nordson Corporation – FY2018 reported results for the three primary drivers of incentive compensation for the named executive officers2021 Proxy Statement   |   7

CEO Compensation – Diluted Earnings per Share, Return on Total Capital,2020 Opportunity and Revenue:Earned/Realized

Pay Component		2020 Compensation Opportunity(1)

Diluted Earnings per Share* Return on Total Capital* Revenue (Billions)

2020 Compensation Realized⁽²⁾

DIRECTORS SERVING ON BOARDS OF OTHER PUBLIC COMPANIES

Board service by members of our Boardboard of Directorsdirectors is within the limits set by our Governance Guidelines:

“It is the Company’s policyGuidelines, which provides that a Directordirectors who isare not an executive officerofficers of a public company may serve as a director on up to fivethree other public company boards, of public companies. For Directorsand directors who are also servingserve as an executive officer of a public company themay serve on a maximum number of two other public company boards. The following table shows our directors as of our record date, January 4, 2021, and the public company boards onupon which the Director maythey serve is two in addition to serving as a director on the board of his or her company.”other than ours:

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NORDSON CORPORATION

NORDSON CORPORATION

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 26, 2019MARCH 2, 2021

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Nordson Corporation for use at the 20192021 Annual Meeting. The Annual Meeting will be held virtually, via audio-only, at the law offices of BakerHostetler LLP, 2000 Key Tower, 127 Public Square, Cleveland, Ohio 44114 at 8:00 a.m., Eastern Time,www.virtualshareholdermeeting.com/NDSN2021 on Tuesday, February 26, 2019March 2, 2021, at 10:00 a.m. Eastern Time, for the following purposes:

This Proxy Statement and the accompanying proxy/voting instruction card were first mailed to shareholders on or about January 18, 2019.22, 2021. Our 20182020 Annual Report to Shareholders is enclosed with this Proxy Statement.

We are holding the Annual Meeting virtually this year to support the health and well-being of our shareholders, employees, and their families due to the COVID-19 pandemic. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/NDSN2021. You will not be able to attend the Annual Meeting in person. This Proxy Statement includes more information about the procedures for the virtual Annual Meeting.

This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used in this Proxy Statement, “we,” “us,” “our,” “Nordson”“Nordson,” or the “Company” refers to Nordson Corporation.

PROPOSAL 1: ELECTION OF DIRECTORS WHOSE TERMS EXPIRE IN 20222024

The Governance and& Nominating Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the Annual Meeting. Our Board is divided into three classes, with each class serving for three-year terms. The Board underwent a significant refreshment in the last year. Randolph W. Carson and Lee C. Banks resigned from the Board effective November 24, 2020 and November 30, 2020, respectively. Joseph P. Keithley retired effective December 1, 2020 based on the retirement age requirements set forth in our Governance Guidelines. Messrs. Banks and Carson’s resignations created two vacancies in the class of directors whose term expires in 2022 and Mr. Keithley’s retirement created a vacancy in the class of 2023. To maintain equally balanced classes, with a minimum of three directors per class, the Board appointed John A. DeFord, effective November 23, 2020, and Jennifer A. Parmentier, effective November 30, 2020, to the Board of Directors and each to the class of directors whose term expires in 2022. In addition, Dr. DeFord and Ms. Parmentier were each immediately appointed to the Audit Committee. As a result of these changes, our Board now consists of nine directors. Although Dr. DeFord and Ms. Parmentier were each appointed to the class of directors whose term expires in 2022, we believe that the shareholders should have an opportunity to express their view on the newly appointed directors. Thus, Dr. DeFord and Ms. Parmentier are standing for election at the 2021 Annual Meeting. If elected at the 2021 Annual Meeting, the Board expects to confirm the director classes to be a minimum of three directors per class. As members of the class of directors whose term expires in 2022, Dr. DeFord and Ms. Parmentier will stand for election again next year.

The Governance and& Nominating Committee has recommended, and the Board has approved, the persons named as nominees for terms expiring in 2022 and, unless otherwise marked, a duly executed and properly submitted proxy will be voted for such nominees. Nominees Lee C. Banks, Randolph W. Carson,John A. DeFord, Arthur L. George Jr., Frank M. Jaehnert, Ginger M. Jones, and Victor L. Richey, Jr.Jennifer A. Parmentier currently serve as directors. All nominees have agreed to stand for election for a three-year term.term; however, because Dr. DeFord and Ms. Parmentier were each appointed in November 2020 to the class of directors whose term expires in 2022 and are standing for election as a matter of good corporate governance, they will each stand for election again next year.

In considering each director nominee and the composition of the Board as a whole, the Governance and& Nominating Committee considers a diverse group of experiences, qualifications, attributes, and skills,including diversity in gender, ethnicity, and race, which that the Governance and& Nominating Committee believes enables a director nominee to make significant contributions to the Board, Nordson, and our shareholders. The Board is committed to an inclusive director search process, which includes actively seeking diverse candidates, including women and minority candidates, for each search the Board undertakes.

Consistent with the Board’s commitment to actively seek diverse candidates, and to enhance the collective experience and expertise of the Board, in 2020 the Board engaged an executive search firm to assist in identifying and recruiting potential candidates for membership on the Board. The search included reviewing candidates of diverse backgrounds, including women and minority candidates. The firm identified, evaluated, and performed background searches of potential nominees, and facilitated interviews. Following the firm’s identification of Dr. DeFord and Ms. Parmentier as potential candidates, the Governance & Nominating Committee reviewed their qualifications, interviewed each of them, and recommended them for appointment to the Board. As noted above, the Board appointed Dr. DeFord effective November 23, 2020 and Ms. Parmentier effective November 30, 2020. We believe that Dr. DeFord’s diverse set of experiences with multi-billion dollar companies and his expertise in the medical device sector make him well-suited to provide advice on a variety of topics, including our strategic growth plans. Ms. Parmentier’s strong international operating experience and service to diverse and complex organizations provides an international perspective to the Board as we develop our business in global markets. We paid customary compensation to the executive search firm for its services.

Nordson Corporation – 2021 Proxy Statement   |   11

The current-serving directors, including the nominees, collectively have a mix of various skills and qualifications, some of which are listed in the table below. These collective attributes enable the Board to provide insightful leadership as it strives to advance our strategies and deliver returns to shareholders.

See director biographies beginning on page 1213 for further detail.

Nominees for Terms Expiring in 2022

2024

Nordson Corporation – 2021 Proxy Statement   |   13

Business Experience.    Mr. Banks has been president and chief operating officer of Parker-Hannifin

14   |   Nordson Corporation (NYSE: PH) since February 2015. Parker-Hannifin is the world’s leading diversified manufacturer of motion and control technologies and systems, providing precision-engineered solutions for a wide variety of mobile, industrial, and aerospace markets. Mr. Banks served as executive vice president and operating officer of Parker-Hannifin from 2008 to 2015 and senior vice president and operating officer of Parker-Hannifin from 2006 to 2008.– 2021 Proxy Statement

Nordson Corporation – 2021 Proxy Statement   |   15

Present Directors with Terms Expiring in 2022

Business Experience.    From 2000 to February 2009, Mr. Carson served as chief executive officer of Eaton Corporation’s Electrical Group. Eaton (NYSE: ETN) is a global, diversified industrial manufacturer and technology leader in electrical components and systems for power quality, distribution, and control. Mr. Carson retired from Eaton in May 2009 following ten years with the company. Prior to Eaton Corporation, Mr. Carson held several executive positions with Rockwell International.

Current Directorships. Mr. Carson is a director of Southwire Company, LLC, the leading North American supplier of wire and cable products.

Key Attributes, Experiences, and Skills.    Mr. Carson served as a director of Fairchild Semiconductor International, Inc. (formerly, Nasdaq: FCS), a leading global manufacturer of semiconductor devices, until September 2016, when ON Semiconductor Corporation (Nasdaq: ON) closed its acquisition of Fairchild. Mr. Carson served as chair of the board of GrafTech International, Ltd. (NYSE: EAF), a global manufacturer of carbon and graphite products, prior to GrafTech becoming an indirect wholly-owned affiliate of Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA).

Our Board believes that Mr. Carson’s deep operational experience in global industrial businesses enables him to provide unique insight to our Board with respect to meeting marketplace challenges, implementing Lean and other productivity initiatives, integrating business units, and anticipating and planning for commercial risk and uncertainties. Together with his experience, strategic vision, and understanding of financial accounting and financial matters, our Board believes Mr. Carson is well qualified to serve as a member of our Board. Mr. Carson’s public company board experience contributes to his familiarity with current issues and his ability to identify and address matters that come before the Governance & Nominating and Audit Committees on which he serves.

Business Experience.    Mr. Richey has been chair of the board, president, and chief executive officer of ESCO Technologies Inc. (NYSE: ESE) since 2003. ESCO Technologies manufactures highly-engineered filtration and fluid control products for the aviation, space, and process markets worldwide; is the industry leader in RF shielding and EMC test products; provides diagnostic instruments, software, and services for the benefit of the electric utility industry and industrial power users;Business Experience.    Mr. Richey has been chair of the board, president, and chief executive officer of ESCO Technologies Inc. (NYSE: ESE) since 2003. ESCO Technologies manufactures highly-engineered filtration and fluid control products for the aviation, space, and process markets worldwide, is the industry leader in RF shielding and EMC test products, provides diagnostic instruments, software, and services for the benefit of the electric utility industry and industrial power users, and produces custom thermoformed packaging, pulp-based packaging, and specialty products for medical and commercial markets.

Current Directorships.    Mr. Richey is chair of the board of ESCO Technologies.

Key Attributes, Experiences, and Skills.     Mr. Richey has extensive experience as chair, president, and chief executive officer of a diversified global producer and marketer of technology, and he has significant executive management and board experience at public and private companies within some of our end markets, including the semiconductor industry, which provides our Board with a breadth of skills critical to its oversight responsibility.

Nordson Committees.    Compensation (Chair), Governance & Nominating

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Current Directorships.    Mr. Richey is chair of the board of ESCO Technologies.

Key Attributes, Experiences, and Skills.    Our Board believes Mr. Richey provides a breadth of skills critical to the Board’s ability to discharge its oversight responsibility. Mr. Richey has extensive experience as chair, president, and chief executive officer of a diversified global producer and marketer of technology, and he has significant executive management and board experience at public and private companies within some of our end markets, including the semiconductor industry.

Present Directors with Terms Expiring in 2020

2023

Business Experience.    Mr. Keithley served as chair of the board of Keithley Instruments, Inc., a provider of measurement solutions to the semiconductor, fiber optics, telecommunications, and electronics industries, from 1991 until December 2010 when Keithley Instruments was purchased by Danaher Corporation (NYSE: DHR). He also served as Keithley Instruments’ chief executive officer from November 1993 to December 2010, as president from May 1994 to December 2010, and as a member of its board of directors from 1986 until December 2010.

Current Directorships.    Mr. Keithley is a director of Axcelis Technologies, Inc. (Nasdaq GS: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry.

Key Attributes, Experiences, and Skills.    Mr. Keithley previously served as chair of our Board, as chair of the board of Keithley Instruments, and as a director of Materion Corporation (NYSE: MTRN), an integrated producer of high performance engineered materials used in a variety of electrical, electronic, thermal, and structural applications. Mr. Keithley brings extensive, broad-based international business and executive management and leadership experience from his leadership roles at Keithley Instruments to his role as a member of our Board. Among other things, Mr. Keithley draws upon his extensive knowledge of the global semiconductor and electronics industries garnered while leading Keithley Instruments. Mr. Keithley also has extensive public company board and governance experience.

Business Experience.    Mr. Merriman has servedMr. Merriman’s prior experience as chair of our Board since February 2018. Mr. Merriman was an operating advisor of Resilience Capital Partners LLC from June 2008 until June 2017, and currently serves on the board of one of Resilience’s portfolio companies. Resilience is a private equity firm focused on principal investing in lower middle market underperforming and turnaround opportunities. Mr. Merriman is also a business consultant for Product Launch Ventures, LLC, a public company chief executive officer and chief financial officer and his current service on the board of directors of a publicly traded company, that he founded in 2004 to pursue consumer product opportunities and provide business advisory services. Mr. Merriman served as president and chief executive officer of Lamson & Sessions Co. (formerly, NYSE: LMS), a manufacturer of thermoplastic conduit, fittings and electrical switch and outlet boxes, from November 2006 to November 2007. Mr. Merriman served as senior vice president and chief financial officer of American Greetings Corporation (formerly, NYSE: AM), a designer, manufacturer and seller of greeting cards and other social expression products, from September 2005 until November 2006.

Current Directorships. Mr. Merriman is a director of Regis Corporation (NYSE: RGS), a company that owns, franchises, and operates beauty salons, hair restoration centers and cosmetology education facilities; and of OMNOVA Solutions Inc. (NYSE: OMN), a technology-based company and an innovator of emulsion polymers, specialty chemicals, and decorative and functional surfaces for a variety of commercial, industrial, and residential end uses.

Key Attributes, Experiences, and Skills.     Mr. Merriman was a director of Invacare Corporation (NYSE: IVC), a global leader in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles, until May 2018, and a director of

Business Experience.    Ms. Puma is president and chief executive officer of Axcelis Technologies, Inc. (Nasdaq GS: ACLS). Axcelis is a provider of equipment and service solutions for the semiconductor manufacturing industry. Ms. Puma has served as chief executive officer of Axcelis since January 2002.

Current Directorships.    Ms. Puma is a director of Axcelis. From May 2005 to May 2015, Ms. Puma was chair of the board of Axcelis.

Key Attributes, Experiences, and Skills.    Ms. Puma contributes extensive executive management experience in an international, technology-driven business and possesses a thorough knowledge of corporate governance and strategy development. Ms. Puma brings valuable experience in compensation and talent management planning matters to our Compensation Committee.

Present Directors with Terms Expiring in 2021

Business Experience.    Mr. George served as senior vice president and manager, Analog Engineering Operations of Texas Instruments Incorporated from 2011 until his retirement in March 2014. Texas Instruments (Nasdaq: TXN) is one of the world’s largest semiconductor companies and a highly innovative, high performing global leader in analog, embedded processing, and wireless technologies. Mr. George was senior vice president and worldwide general manager, High Performance Analog of Texas Instruments from 2006 to 2011.

Current Directorships.    Mr. George is a director of Axcelis Technologies, Inc. (Nasdaq GS: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry.

Key Attributes, Experiences, and Skills.    Mr. George brings to the Board significant executive and general management experience as well as extensive operational and new product development experiences in high technology markets. Mr. George’s experience with high performance analog products used in a wide range of industrial products gives him insight on a diverse set of industries and affords the Board a unique perspective in identifying strategic and tactical risks attendant to the semiconductor electronics market.

Business Experience.    Mr. Hilton became Nordson’s president and chief executive officer effective January 2010. Prior to his joining Nordson, Mr. Hilton was senior vice president and general manager for Air Products and Chemicals, Inc. (NYSE: APD) from 2007 until 2010, with specific responsibility for leading the company’s $2 billion global Electronics and Performance Materials segment. Air Products and Chemicals serves customers in industrial, energy, technology, and healthcare markets worldwide with a unique portfolio of atmospheric gases, process and specialty gases, performance materials, and equipment and services.

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Current Directorships.    Mr. Hilton is a director of Ryder System, Inc. (NYSE: R), a FORTUNE^® 500 provider of leading-edge transportation, logistics, and supply chain management solutions. He is also a director of Lincoln Electric Holdings, Inc. (Nasdaq: LECO). Lincoln Electric is the world leader in the design, development, and manufacture of arc welding products, robotic arc welding systems, plasma and oxyfuel cutting equipment and has a leading global position in the brazing and soldering alloys market.

Key Attributes, Experiences, and Skills.    Mr. Hilton is the only member of Nordson’s management serving on our Board. With over 30 years of global manufacturing industry experience, Mr. Hilton brings to the Board an intimate understanding of management leadership, strategy development, andday-to-day operations of a multi-national company, including product line management, new product technology and talent development, manufacturing, distribution and other sales channels, business processes, international operations, and global markets.

Business Experience.    Mr. Jaehnert served as chief executive officer and president of Brady Corporation (NYSE: BRC) from April 2003 through October 2013. Brady is an international manufacturer and marketer of complete solutions that identify and protect premises, products, and people. Brady’s core capabilities in manufacturing, channel management, printing systems, precision engineering and materials expertise make it a leading supplier to customers in general manufacturing, maintenance and safety, process industries, construction, electrical, telecommunications, electronics, laboratory/healthcare, airline/transportation, brand protection, education, governmental, public utility, and a variety of other industries.

Current Directorships.    Mr. Jaehnert is a director of Briggs & Stratton Corporation (NYSE: BGG), a world leader in gasoline engines for outdoor power equipment, portable generators, and lawn and garden powered equipment and related accessories. He is also a director of Itron, Inc. (Nasdaq: ITRI), a world-leading technology and services company dedicated to the resourceful use of energy and water and providing comprehensive solutions that measure, manage, and analyze energy and water.

Key Attributes, Experiences, and Skills.    Mr. Jaehnert served as a director of Brady from April 2003 through October 2013. Mr. Jaehnert has been the chief executive officer and president of a global manufacturing business. He also served as chief financial officer of that business. His prior work experience includes various financial positions in Germany and in the United States for Robert Bosch GmbH, an international manufacturer of automotive, communications, industrial, and consumer products. Mr. Jaehnert received the equivalent of a master of business administration degree from the University of Stuttgart, Germany, and has been designated as a “financial expert” on the Audit Committee, as described under the “Committees of the Board of Directors” section of this Proxy Statement. Mr. Jaehnert’s experience as head of a diversified international business and his expertise in finance and operations enable him to make significant contributions to discussions regarding the Company’s strategy and the activities of the Audit Committee.

No shareholder or group that beneficially owns 1% or more of our outstanding common shares has recommended a candidate for election as a director at the 20192021 Annual Meeting.

Cumulative Voting

Voting for directors will be cumulative if any shareholder provides notice in writing to the President, an Executive Vice President, or the Secretary of Nordson of a desire to have cumulative voting. The notice must be received at least 48 hours before the time set for the Annual Meeting, and an announcement of the notice must be made at the beginning of the meeting by the Chair or the Secretary, or by or on behalf of the shareholder giving the notice. If cumulative voting is in effect, each shareholder will be entitled to cast, in the election of directors, a number of votes equal to the product of the number of directors to be elected multiplied by the number of shares that the shareholder is voting. Shareholders may cast all of these votes for one nominee or distribute them among several

CORPORATE GOVERNANCE

Corporate Governance Documents

The following corporate governance documents are available at:www.nordson.com/en/our-company/corporate-governance.

The Governance Guidelines contain general principles regarding the functions of Nordson’s Board of Directors (the “Board”) and Board committees. The Annual Report to Shareholders, which includes the 20182020 Annual Report and this Proxy Statement, are available at:www.nordson.com/en/our-company/investors/annual-reports-and-presentationsinvestors. Upon request, copies of the Annual Report to Shareholders will be mailed to you (at no charge) by contacting Nordson Corporation, Attn: Corporate Communications, 28601 Clemens Road, Westlake, Ohio 44145. The information in, or that can be accessed through, our internet site is not part of this Proxy Statement, and all references herein to our internet site are for reference purposes only.

Code of Ethics and Business Conduct

We have a Code of Ethics and Business Conduct (the “Code”) that applies to all Nordson directors, officers, employees, and its subsidiaries, wherever located. Our Code contains the general guidelines and principles for conducting Nordson’s business consistent with the highest standards of business ethics. Our Code embodies our five guiding values, which form the foundation of our Company: Integrity, Excellence, Passion for Our Customers, Energy, and Respect for People. Our employees are expected to report all suspected violations of Company policies and the law, including incidents of harassment or discrimination, directly to their managers, human resources, or the Chief Compliance Officer. We also provide confidential, anonymous reporting through our third-party helpline, which is available 24 hours per day, 7 days per week via a toll-free telephone line or the internet. We provide interpreters who may speak the reporter’s preferred language. We will take appropriate steps to investigate all such reports and will take appropriate action. Under no circumstances will employees be subject to any disciplinary or retaliatory action for reporting, in good faith, a possible violation of our Code or applicable law or for cooperating in any investigation of a possible violation.

Shareholder Engagement, Environment and Sustainability, Human Capital, and Community

We recognize that managing our economic, environmental, social, and governance impacts enhances our ability to continue creating and delivering results over the long term for all shareholders. Our Board oversees our corporate responsibility efforts, while cross functional teams of senior management drive this and our sustainability efforts throughout the Company. Further information about our Corporate Responsibility and Sustainability initiatives can be found on our website at www.nordson.com/en/our-company/corporate-responsibility.com

Shareholder Engagement

Sharing the Nordson story and being accessible to our shareholders is a priority for Nordson. In 2020, we reached approximately 300 institutional investors and analysts through phone calls, virtual and in-person conferences, and virtual road trips hosted by sell-side research analysts. Key themes from these conversations included the diversity of our end markets and geographies, growth drivers of our business, the NBS Next growth framework, our new leadership team, and our pandemic response. Though in-person visits and site tours were curtailed due to the pandemic, we have an investor-focused website (www.investors.nordson.com) that includes access to videos that help showcase Nordson’s technology and competitive advantage.

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Environment and Sustainability

The environmental and sustainability issues that we focus on include, among others, workplace health and safety, energy efficiency, and supply chain management.

Our commitment to safe and healthy working conditions is evident throughout our global operations, as demonstrated by our expansive control systems, constant monitoring and, most recently, our Journey to Zero initiative. Launched in 2020, this initiative centers on our respect for people and communities through our employee health and safety activities. Our Journey to Zero goal is to have zero adverse impact on our employees and zero adverse environmental impact on our community. In executing this goal, we employ a roadmap of key strategies, processes, and tools, to drive the importance of workplace safety, environmental compliance, product compliance, and sustainability at all our facilities. This vision extends to our contractors and vendors, who are required to read, provide documentation on, and sign our Contractor Vendor Safety Program.

A variety of internal and external audits are leveraged to focus on process improvement and hold us accountable to our commitment to zero. Two measures of focus on our Journey to Zero for impacts to employees are the Total Recordable Incident Rate (“TRIR”) and the Total Incidents.

We have reduced our Total Recordable Incident (TRIR) and Total Incident rates over the last three years and are committed to continuing this path toward a safer workplace. We define TRIR as the average number of recordable work-related injuries incurred by 100 full-time workers (40 hours per week, 50 weeks per year) over a one-year period.

We recognize that best practices in environmental and social reporting frameworks continue to evolve. Accordingly, we are establishing a cross-functional team to evaluate data and reporting best practices and to identify opportunities for continuous improvement.

Human Capital

As of October 31, 2020, we had 7,555 full-time and part-time employees, including 137 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 12, 2022.

As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees to attract and retain superior talent. These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare, and retirement benefits. We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine, and healthy weight loss programs. We believe that these solutions have helped us successfully manage healthcare and prescription drug costs for our employee population.

Nordson provides service awards which show appreciation and gratitude to longstanding employees with 5 or more years of service. Service milestones are recognized at each five-year increment by presentation of a digital and/or printed certificate with an invitation to select a recognition award via an online catalog.

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Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products, and customers, while adding new employees and ideas in support of our continuous improvement mindset. We believe that our average tenure across the globe – 10.18 years as of the end of the fiscal year 2020 – reflects the strong engagement of our employees and is reflective of our positive workplace culture. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.

Talent development and succession planning for critical roles is a cornerstone of our talent program. Development plans are created and monitored for critical roles to ensure progress is made along the established timelines. Development plans also intersect with our mission, particularly as we strive to be responsible to our communities.

One of our core values – Respect for People – reflects the behavior we strive to include in every aspect of the way we conduct business. Our diversity and inclusion initiatives support our goal that everyone throughout the Company is engaged in creating an inclusive workplace, and we have begun work on building diverse talent pools as part of our recruitment efforts. We strive to promote inclusion through “Inclusive Leadership” training across the Company. With the support of our Board, we continue to explore additional diversity and inclusion initiatives.

Community

Investing in our communities has been integral to Nordson since our founding. We are dedicated to making a positive difference in the communities in which we work through philanthropy, scholarships, and employee volunteerism. Nordson contributes approximately 5% of U.S. pre-tax profits to support charitable endeavors. Through the Nordson Corporation Foundation (the “Foundation”), we give back by providing grants to nonprofits in communities where we have facilities employing more than 100 people. In recent years, we have extended our reach internationally, with giving programs in nine international locations. Through our Dollars for Doers program, Nordson supports employees who volunteer 40 hours within a year by making a $500 grant to the organization they volunteer with, while our Time ‘n Talent Employee Volunteer Program encourages employees to be engaged corporate citizens through acts of service. Our Matching Gifts program matches dollar for dollar any employee gifts of $25 or more, up to $10,000 per calendar year, to verified non-profit organizations.

Director Independence

In accordance with the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), and our Governance Guidelines, the Board must consist of a majority of independent directors. The Board has determined that Ms.Mses. Puma, Jones, and Parmentier, and Messrs. Banks, Carson, George, Jaehnert, Keithley, Merriman, Richey, and RicheyDr. DeFord each satisfy the definition of “independent director” under these listing standards. In addition, Messrs. Banks, Carson, and Keithley, who served as directors during 2020, were determined to be independent prior to their retirement or resignation from the Board. Mr. HiltonNagarajan is not an independent director because he serves as our President and Chief Executive Officer. Our Governance Guidelines also require that our Audit, Compensation, and Governance & Nominating Committees each be comprised of independent directors who meet all the independence and experience requirements of Nasdaq.

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In determining independence, each year the Board affirmatively determines, among other things, whether directors have a “material relationship” with Nordson. When assessing the “materiality” of a director’s relationship with Nordson, the Board considers all relevant facts and circumstances, including a consideration of the persons or organizations with which the director has an affiliation. Where an affiliation is present, the Board considers the frequency or regularity of the provision of services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to Nordson as those prevailing at the time from unrelated parties for comparable transactions. With respect to Audit Committee members, the Board must affirmatively determine that such directors, in addition to the general independence requirements described above, satisfy certain financial education requirements and do not, among other things, accept any consulting, advisory, or other compensatory fee from Nordson. With respect to Compensation Committee members, the Board must consider, in addition to the general independence requirements described above, the source of compensation of such directors, including any consulting, advisory or other compensatory fee paid by Nordson to the directors, and whether such directors are affiliated with Nordson, a subsidiary of Nordson or an affiliate of a subsidiary of Nordson.

As part of our commitment to ensuring director independence, we have a monitoring and reporting program with respect to purchases of products supplied by, or to, a company which may employ a director or which may have a director serving on its board to ensure the avoidance of any conflicts of interest resulting from our relationship. Mr. Banks, a director, servesAll transactions and relationships evaluated by the Board involved only the ordinary course of business purchase and sale of goods and services at companies where directors serve as presidentan officer or director. The table below describes the transactions and chief operating officerrelationships the Board considered in the 2020 fiscal year and, in each case, the amounts involved were less than the greater of Parker-Hannifin Corporation. Mr. Richey, a director, serves as a director of ESCO Technologies Inc. These two companies purchase components manufactured by a number$1 million or 2% of our and the recipient’s respective annual revenues in each of the last three years. Transactions and relationships at the companies where Dr. DeFord and Ms. Parmentier serve are included because the Board evaluated these transactions and relationships as part of their appointments and onboarding process.

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Based on this review and the information provided in response to annual questionnaires completed by each independent director (including initial questionnaires completed by Dr. DeFord and Ms. Parmentier in connection with their appointments in November 2020) regarding employment, business, units in volumesfamilial, compensation, and other relationships with the Company and management, the Board has determined that are insignificant when compared toevery director and director nominee (i) has no material relationship with Nordson, (ii) satisfies all of the respective companies’Nasdaq independence standards and Nordson’s annual revenue for fiscal year 2018.our independence standards, and (iii) is independent, with the exception of Sundaram Nagarajan, who is an employee director. The Board does not believehas also determined that these relationships impair the independenceeach member and chair of Messrs. Banks or Richey or that they have any material interest in any transaction between Nordsonits Audit, Compensation, and Parker and ESCO, respectively.Governance & Nominating Committees are independent directors. For more information on our review standards for related party transactions, see “Review of Transactions with Related Persons” below.

Consideration of Director Candidates Recommended by Shareholders

Under its charter, the Governance & Nominating Committee is responsible for reviewing shareholder nominations of directors. The Committee does not have a formal policy with respect to the consideration of director candidates recommended by shareholders. However, its practice is to consider those candidates on the same basis and in the same manner as it considers recommendations from other sources. For more information on how a shareholder can recommend a candidate, see the “Questions and Answers About the Annual Meeting and These Proxy Materials” section of this proxy statement.

Board Leadership Structure

Our Governance Guidelines require us to have either an independent Chair of the Board or a presiding independent director if the Chair is not an independent director. The Governance Guidelines set forth the responsibilities of the Chair of the Board and the Presiding Director when the Chair of the Board is not an independent director. At present, the Chair of the Board position is separate from the Chief Executive Officer position. The Board’s role in risk oversight does not affect the Board’s leadership structure.

We believe that separating the Chair of the Board and Chief Executive Officer positions provides independent oversight of management while permitting our Chief Executive Officer to focus his time and energy on setting the strategic direction for the Company, overseeing daily operations, engaging with external constituents, developing and mentoring our future leaders, and promoting employee engagement at all levels of the organization. Our independent Chair of the Board leads the Board in the performance of its duties by establishing agendas and ensuring appropriate meeting content (in collaboration with our Chief Executive Officer), presiding during regularly held executive sessions with our independent directors, actively engaging with all independent directors and our Chief Executive Officer between Board meetings, and providing overall guidance to our Chief Executive Officer as to the Board’s views and perspectives, particularly on the strategic direction of the Company.

Meetings of the Board of Directors

The Board held twelve meetings and there were twenty-three meetings of our committees during 2020, of which the majority were held virtually due to the pandemic and to protect the health and safety of our directors. Nordson’s policy requires attendance and active participation by directors at Board and committee meetings. In 2020, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees on which he or she served (during the period that he or she served). Directors are encouraged to attend the Annual Meeting. All of Nordson’s directors then serving at the time attended the 2020 Annual Meeting of Shareholders held on February 25, 2020.

Executive Sessions of Independent Directors

Pursuant to our Governance Guidelines, independent directors meet in regularly scheduled executive sessions without management. The Chair of the Board (or, when our Chair is not an independent director, the Presiding Director) chairs all regularly scheduled executive sessions of the Board, and also has authority to convene meetings of the independent directors at any time with appropriate notice.

Risk Oversight

The Board plays an active role, both as a whole and also at the committee level, in overseeing management of the Company’s risks. Management is responsible for the Company’s day-to-day risk management activities and oversees areas of material risk, which may include operational, financial, legal and regulatory, human capital, information technology and security, and strategic and reputational risks. The Company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor.

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The involvement of the Board in assessing our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for Nordson. The Board regularly receives updates from management and outside advisors regarding this oversight responsibility.

In addition, our Board committees each oversee certain aspects of risk management as presented below:

Senior management attends Board and Board committee meetings at the invitation of the Board or its committees and is available to address any questions or concerns raised by the Board on risk management and any other matters.

The Audit and Compensation Committees rely also on the advice and counsel of our independent auditors and independent compensation consultant, respectively, to raise awareness of any risk issues that may arise during their regular reviews of our financial statements, audit work, and executive compensation policies and practices. The Board is updated on each committee’s risk oversight and other activities via meeting reports from each committee chair to the full Board at each Board meeting.

Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Audit Committee, with input from management, identifies, assesses and monitors the Company’s cybersecurity and other information technology risks and threats and the measures implemented by the Company to mitigate and prevent cyberattacks, and the Board receives periodic reports from the Audit Committee on the Company’s cybersecurity program.

In response to the pandemic, the Board held several special meetings with management during 2020 to discuss the pandemic’s impact on our business and management’s response, including its impact on the health and safety of our employees, the short and long-term financial impacts on the business, liquidity, supply chain, and pricing, and related mitigation strategies. Additionally, the Audit Committee oversaw financial risks posed by the pandemic while the Compensation Committee oversaw compensation actions considered in response to the pandemic.

The Board’s Role in Talent Development

A primary Board responsibility is to ensure that we have the appropriate management talent to successfully execute our strategies. Our Board believes that effective talent development is critical to Nordson’s continued success. Our Board’s involvement in leadership development and succession planning is systematic and ongoing. The Board plans for CEO succession and oversees management’s planning for succession of other key executive positions. Our Board calendar includes at least one meeting each year during which the Board conducts a detailed review of the Company’s talent strategies, leadership pipeline, and succession plans for key executive positions. The Compensation Committee oversees the process of succession planning and implements programs to retain and motivate key talent. To assist the Board, the CEO annually provides the Board with anin-depth assessment of senior managers and their potential to succeed to the position of CEO or other key executive positions.

Self-Assessments

On a regular basis, the Board conducts a self-assessment of the Board as a whole to determine, among other matters, whether the Board is functioning effectively. The independent directors also undertake a peer assessment of other independent directors as part of this self-assessment process. Each committee of the Board also conducts a self-assessment of the committee’s effectiveness. The Board considers this process to be the primary means of determining whether incumbent directors continue to demonstrate the attributes that should be reflected on the Board, or whether changes to membership are appropriate.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees – Audit Committee, Compensation Committee, and Governance and& Nominating Committee – and an Executive Committee. Respective committee functions, memberships, and number of meetings held during fiscal year 20182020 are listed below. All members of the Audit Committee, Compensation Committee, and Governance and& Nominating Committee are independent under the independence standards of Nasdaq and our Governance Guidelines. A more detailed discussion of the purposes, duties, and responsibilities of the committees is found in the respective committee charters which are available at:www.nordson.com/en/our-company/corporate-governance.

DIRECTORS COMPENSATION

Objectives of Director Compensation

Qualitynon-employee directors are critical to our success. We believe that the two primary duties ofnon-employee directors are (1) to effectively represent the long-term interests of our shareholders and (2) to provide guidance to management. As such, our compensation program fornon-employee directors is designed to meet several key objectives:

Elements of Director Compensation

We believe that the following componentsfeatures of our director compensation program support the objectives above:

The components and respective amounts ofnon-employee director compensation for fiscal year 20182020 were:

Annual Cash Retainer.    The cash retainers are paid in equal quarterly installments. ForGenerally, for directors who join the Board after the commencement of a fiscal year, the annual retainer is prorated based on the number of monthsdays remaining in the fiscal year. Due to Committee membership changes during fiscal year 2018, the director cash retainers for Messrs. Jaehnert, Keithley, and Merriman were prorated.

Annual Equity Award.    Restricted share unit awards are granted annually and are effective the first business day of the fiscal year. The awards vest 100% on the last day of the fiscal year. If a director retires from the Board prior to the vesting date, restricted share units are forfeited on apro-rata basis, based on the number of monthsdays served prior to retirement. If a director is electedappointed by the Board or elected by the shareholders after the commencement of a fiscal year, generally, the restricted share unit award is prorated based on the number of monthsdays remaining in the fiscal year. If restricted share units are not deferred, then the units and accrued dividend equivalents convert to Nordson common shares on aone-for-one basis on the vesting date.

Deferred Compensation Program.    Under the directors deferred compensation plan,non-employee directors may defer all or a portion of their annual cash retainer into anon-qualified, unfunded deferred compensation account in the form of deferred cash or share equivalent units. Amounts deferred (i) as cash will earn a return based on the10-year Treasury bill constant maturity interest rate, or (ii) as share equivalent units will earn a return based on our common share price and accrued dividend equivalents. We do not pay above market or preferential interest rates under this deferred compensation plan.

Charitable Gifts Matching Program.    Current and retirednon-employee directors may participate in our charitable matching gift program that is available to all current and retired employees. DirectorsMessrs. Banks, George, Jaehnert, Keithley, Puma, and Richey, Jr.Mses. Jones and Puma participated in this program in fiscal year 2018. During fiscal year 2018, we2020. We made matching contributions totaling $49,500$61,250 in 2020 under this program.

Indemnity Agreements.    We have indemnification agreements for directors in order to    To attract and retain highly qualified candidates to serve as our directors. Thedirectors, we provide indemnification agreements that are intended to secure the protection for our directors contemplated by our Regulations and to the full extent permitted by Ohio law.

Director Compensation Table for Fiscal Year 20182020

The following table sets forth the total compensation of eachnon-employee director for services provided as a director forin 2020. Dr. DeFord and Ms. Parmentier did not receive any compensation during 2020 because they were appointed to our Board after our fiscal year 2018. Due to Committee membership changes the director fees for Messrs. Jaehnert, Keithley, and Merriman were prorated.ended.