DONALDSON CO INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

DCI

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2022, Donaldson Company, Inc. ("Donaldson") announced the appointment of Rick Olson and Jacinth Smiley to its Board of Directors, effective January 27, 2022. Mr. Olson was appointed to serve on the Corporate Governance Committee and Human Resources Committee of the Board and Ms. Smiley was appointed to serve on the Audit Committee of the Board.

Compensatory arrangements for Mr. Olson and Ms. Smiley will be consistent with the Company's previously disclosed standard arrangements for non-employee directors. Such arrangements are described in the Company's proxy statement for its 2021 Annual Meeting of Stockholders filed on October 6, 2021, under the heading "Director Compensation."

The Company also announced upcoming retirements from the Board. John Wiehoff and Mike Hoffman will not stand for re-election when their terms end at the 2022 Annual Meeting of Stockholders.

A copy of the press release that discusses these matters is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated January 27, 2022, issued by Donaldson Company, Inc. 104 Cover page interactive data file (formatted as inline XBRL).

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