Edgar Filing: NORDSON CORP

Business Experience and Directorships for Previous

Five Years and Qualifications to Serve

Director

Since

Other Directorships in Previous 5 Years. Mr. Richey is presently Chairman of the Board of ESCO Technologies.

Key Attributes, Experiences and Skills. The 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 Chairman, 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.

DEF 14A

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant Rule 14a-12

NORDSON CORPORATION
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: Not Applicable

	(2)	Aggregate number of securities to which transaction applies: Not Applicable

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable


	(4)	Proposed maximum aggregate value of transaction: Not Applicable

	(5)	Total fee paid:

		Not Applicable


¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid: Not Applicable

	(2)	Form, Schedule or Registration Statement No.: Not Applicable

	(3)	Filing Party: Not Applicable

	(4)	Date Filed: Not Applicable


LETTER FROM THE CHAIRMAN OF THE BOARD

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS			3

PROPOSAL 1: ELECTION OF DIRECTORS WHOSE TERMS EXPIRE IN 2016			8

PROPOSAL 1: VOTING RECOMMENDATION			13

CORPORATE GOVERNANCE			14

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS			18

DIRECTOR COMPENSATION			20

PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24

PROPOSAL 2: VOTING RECOMMENDATION			25

SECURITY OWNERSHIP OF NORDSON COMMON SHARES BY DIRECTORS, EXECUTIVE OFFICERS AND LARGE BENEFICIAL OWNERS			26

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			29

PROPOSAL 3: VOTING RECOMMENDATION			30

COMPENSATION DISCUSSION AND ANALYSIS			31

PART I: INTRODUCTION AND 2012 HIGHLIGHTS			32

PART II: OBJECTIVES AND COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM; ANALYSIS OF COMPENSATION DECISIONS FOR 2012			36

PART III: COMPENSATION COMMITTEE ACTIONS RELATED TO 2013 EXECUTIVE COMPENSATION			52

PART IV: POLICIES RELATED TO EXECUTIVE COMPENSATION			52

COMPENSATION COMMITTEE REPORT			54

RISKS RELATED TO EXECUTIVE COMPENSATION POLICIES AND PRACTICES			55

SUMMARY COMPENSATION FOR FISCAL YEAR 2012			56

GRANTS OF PLAN-BASED AWARDS			59

OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2012			61

OPTION EXERCISES AND STOCK VESTED TABLE			64

PENSION BENEFITS TABLE			64

NON-QUALIFIED DEFERRED COMPENSATION			66

POTENTIAL PAYMENTS UPON TERMINATION			68

PROPOSAL 4 — APPROVAL OF THE NORDSON CORPORATION 2012 STOCK INCENTIVE AND AWARD PLAN			72

PROPOSAL 4: VOTING RECOMMENDATION			80

APPENDIX A AUDIT COMMITTEE REPORT

APPENDIX B NORDSON CORPORATION 2012 STOCK INCENTIVE AND AWARD PLAN

NORDSON CORPORATION

Notice of 2013

Annual Meeting

and Proxy Statement

LOGO

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

January 18, 2013

Dear Shareholder:

It is my pleasure, on behalf of your Board of Directors, to invite you to attend our Annual Meeting of Shareholders, which will be held this year at the Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114 at 8:30 a.m. on Tuesday, February 26, 2013.

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

We look forward to your attending the Annual Meeting and, on behalf of management and our Board of Directors, I want to thank you for your continued support and confidence in 2013.

Sincerely,

JOSEPH P. KEITHLEY

Chairman of the Board of Directors

NORDSON CORPORATION

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

To Be Held Tuesday, February 26, 2013


Date and Time		Tuesday, February 26, 2013, at 8:30 a.m.
Place		Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114
Items of Business		1. To elect as directors four nominees, named in the Proxy Statement and recommended by the Board of Directors to serve until the 2016 Annual Meeting of Shareholders and until their successors shall have been elected and qualified; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the Fiscal Year ending October 31, 2013; 3. To cast an advisory vote to approve named executive officer compensation; and 4. To approve the Nordson Corporation 2012 Stock Incentive and Award Plan. 5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date		Close of business on December 28, 2012

A Proxy Statement, Proxy/Voting Instruction Card, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the Fiscal Year ended October 31, 2012, accompany this Notice. The Board of Directors has determined that our shareholders of record at the close of business on December 28, 2012 are entitled to notice of, and to vote at, the Annual Meeting of Shareholders.

By Order of the Board of Directors,

ROBERT E. VEILLETTE

Vice President, General Counsel

and Secretary

Westlake, Ohio

January 18, 2013

NORDSON CORPORATION

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 26, 2013

The accompanying proxy is solicited on behalf of the Board of Directors (“Board”) of Nordson Corporation for use at the 2013 Annual Meeting of Shareholders (“Annual Meeting”). The Annual Meeting will be held at the Cleveland Marriott Downtown at Key Center, 127 Public Square, Cleveland, Ohio 44114 at 8:30 a.m. on Tuesday, February 26, 2013 for the following purposes:

To elect as directors four nominees, named in the Proxy Statement and recommended by the Board of Directors to serve until the 2016 Annual Meeting of Shareholders and until their successors shall have been elected and qualified;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the Fiscal Year ending October 31, 2013;

To cast an advisory vote to approve named executive officer compensation;

To approve the Nordson Corporation 2012 Stock Incentive and Award Plan; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

This Proxy Statement and the accompanying proxy/voting instruction card were first mailed to shareholders on or about January 18, 2013. Our 2012 Annual Report to Shareholders is enclosed with this Proxy Statement.

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 herein, “we,” “us,” “our,” “Nordson” or the “Company” refers to Nordson Corporation.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Shareholders to be held on February 26, 2013:

The Proxy Statement, proxy/voting instruction card and the Annual Report to Shareholders which includes our Annual Report on Form 10-K for the Fiscal Year ended October 31, 2012 are available on our website at: www.nordson.com/investors.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS

Why am I receiving this Proxy Statement? You have been sent this Proxy Statement because you were a shareholder, or held Nordson common stock through a broker, bank or other third party, at the close of business on December 28, 2012, the record date for shareholders entitled to vote at the Annual Meeting. As of December 28, 2012, there were outstanding, excluding treasury shares which cannot be voted, 64,394,798 common shares entitled to one vote per share upon all matters presented to the shareholders.

What is a proxy? A proxy is your legal appointment of another person to vote the shares that you own in accordance with your instructions. The person you appoint to vote your shares is also called a proxy.

On the proxy/voting instruction card, you will find the names of the persons designated by the Company to act as proxies to vote your shares at the Annual Meeting. The proxies are required to vote your shares in the manner you instruct.

Who can attend the Annual Meeting? All shareholders of record as of the close of business on December 28, 2012 may attend the meeting.

What proposals may I vote on at the Annual Meeting and how does the Board recommend I vote? The following matters will be voted on at the Annual Meeting:


#	Proposal	Board Recommendation
1	Election of four nominees named in the Proxy Statement and recommended by the Board of Directors as directors to serve for a three-year term: Lee C. Banks, Randolph W. Carson, Michael F. Hilton and Victor L. Richey, Jr.	FOR ALL NOMINEES
2	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the Fiscal Year ending October 31, 2013	FOR
3	Advisory vote to approve named executive officer compensation	FOR
4	Approval of the Nordson Corporation 2012 Stock Incentive and Award Plan	FOR

Will any other matters be voted on? We are not aware of any other matters on which you will be asked to vote at the Annual Meeting. If other matters are properly brought before the Annual Meeting, the proxy holders will use their discretion to vote on these matters as they may arise. Furthermore, if a nominee cannot or will not serve as director, then the proxy holders will vote for a replacement nominated by the Board. We do not expect any nominee to be unwilling to serve.

Who may vote? Shareholders of record at the close of business on December 28, 2012 may vote. At the close of business on the record date, there were 64,394,798 shares of our common stock outstanding and entitled to vote. Each shareholder is entitled to one vote per share.

Voting for directors will be cumulative if any shareholder provides notice in writing to the President, a 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 Chairman 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 nominees, as they see fit. If cumulative voting is in effect, shares represented by each properly submitted proxy will also be voted on a cumulative basis, with the votes distributed among the nominees in accordance with the judgment of the persons named on the proxy/voting instruction card.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

•

Shareholder of record. If your shares are registered in your name with our transfer agent, Computershare Limited, you are considered the shareholder of record and these proxy materials have been sent directly to you. You may vote in person at the meeting. You may also grant us your proxy to vote your shares by telephone, via the Internet, or by mailing your signed proxy/voting instruction card in the postage-paid envelope provided. The card provides voting instructions.

•

Beneficial owner. If your shares are not held in your name but instead are held in a brokerage account, by a trustee, or by another nominee, then that other person is considered the shareholder of record and you are considered a beneficial owner of those shares. We sent these proxy materials to that other person, and they have been forwarded to you with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee, or other nominee how to vote. Please refer to the information your broker, trustee, or other nominee provided to determine what voting options are available to you.

•

Shares held in the Nordson Corporation Employees’ Savings Trust (401k) Plan and Nordson Corporation Employee Stock Ownership Plan (ESOP). If you participate in our 401(k) Plan and/or our ESOP, you may vote the amount of shares credited to your account as of the record date for the Annual Meeting. You do so by instructing New York Life Investment Management, the trustee of the 401(k) plan and the ESOP, pursuant to the voting instruction card being delivered with this Proxy Statement to plan participants. The trustee will vote your shares in accordance with your duly executed instructions if received by the trustee prior to 11:59 p.m. Eastern Standard Time February 21, 2013.

How do I vote and what are the voting deadlines?

Shareholders of Record. If you are a shareholder of record, you may vote in person at the Annual Meeting or by proxy. If you decide to vote by proxy, you may do so in any ONE of the following three ways:

1. By telephone. If you reside in the United States or Canada, you may call 1-800-690-6903 by using any touch-tone telephone, 24 hours a day, 7 days a week. Have your proxy/voting instruction card in hand when you call and follow the voice prompts to cast your vote.

2. Via the Internet. You may access the website at www.proxyvote.com to cast your vote 24 hours a day, 7 days a week. With your proxy/voting instruction card in hand, follow the instructions provided to cast your vote.

3. By mail. You may mark, sign and date your proxy/voting instruction card and return it in the enclosed prepaid and addressed envelope. You do not need to mail the proxy/voting instruction card if you have voted by telephone or over the Internet.

The Internet and telephone voting procedures are designed to authenticate votes cast and allow shareholders to appoint a proxy and to confirm that their actions have been properly recorded. Specific voting instructions are set forth on the accompanying proxy/voting instruction card.

If you are a shareholder or record, your deadline to cast your vote by proxy is 11:59 p.m. Eastern Time, February 25, 2013.

Beneficial Owners. If you are a beneficial owner, you should have received voting instructions from the broker, trustee or other nominee holding your shares. You should follow the instructions in the notice or voting instructions provided by your broker, trustee or nominee in order to instruct your broker, trustee or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, trustee or nominee. Shares held beneficially may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or nominee giving you the right to vote the shares.

All Owners. If you receive more than one proxy/voting instruction card, it is important that you vote all shares represented by the multiple cards. Each card represents different shares.

May I change my vote? Yes. You may change your vote or revoke your proxy any time before the voting deadline.

Shareholders of Record. If you are a shareholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:

•

submitting a later-dated vote by telephone or via the Internet since only your latest Internet or telephone proxy received by 11:59 p.m. Eastern Time on February 25, 2013 will be counted;

•

returning a later-dated proxy card;

•

delivering a written revocation to our Corporate Secretary at 28601 Clemens Road, Westlake, Ohio 44145 before the Annual Meeting; or

•

attending the Annual Meeting in person and voting again.

Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote. For 401(k) plan and ESOP shares, you may revoke previously given voting instructions on or before February 21, 2013 by filing either a written notice of revocation or a properly completed and signed voting instruction card bearing a later date with New York Life Investment Management, the trustee.

What will happen if I do not vote my shares?

Shareholders of Record. If you are the shareholder of record and you do not vote by proxy card, by telephone, via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owners. If you are the beneficial owner of your shares, your broker, trustee or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the Securities and Exchange Commission (the “SEC”), your broker, trustee or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1, 3 and 4. Therefore, if you do not provide voting instructions to your broker, trustee or other nominee, your broker or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual Meeting.

What if I do not specify how my shares are to be voted? If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted as indicated in the following table:


Proposal		Vote to be Cast
Proposal 1 — Election of four nominees named in the Proxy Statement and recommended by the Board of Directors as directors to serve for a three-year term: Lee C. Banks, Randolph W. Carson, Michael F. Hilton and Victor L. Richey, Jr.		FOR ALL NOMINEES
Proposal 2 — Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the Fiscal Year ending October 31, 2013		FOR
Proposal 3 — Advisory vote to approve named executive officer compensation		FOR
Proposal 4 — Approval of the Nordson Corporation 2012 Stock Incentive and Award Plan		FOR

What constitutes a quorum, and why is a quorum required? Our Regulations require a quorum of shareholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the record date are represented at the Annual

Meeting either in person or by proxy. Your shares will be counted towards the quorum if you submit a proxy or vote at the Annual Meeting. Abstentions and broker non-votes (described below) will also count towards the quorum requirement. If a quorum is not achieved, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

What is a broker non-vote? Brokers or other nominees who hold Nordson common shares for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner. Your broker is not permitted to vote on your behalf on the election of directors and other non-routine matters unless you provide specific instructions by completing and returning the proxy/voting instruction card or following the instructions provided to you by your broker, trustee or nominee to vote your shares via telephone or the Internet. For your vote to be counted, you need to communicate your voting instructions to your broker, trustee or nominee.

A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on a proposal that requires a plurality of votes cast (Proposal 1) or the approval of Proposal 2 since brokers have discretion to vote uninstructed shares on that proposal. Broker non-votes will affect the outcome of the vote on Proposal 3 and 4. It is important that you provide voting instructions for all shares you own beneficially.

What is the vote required for each proposal?


Proposal	Vote Required	Broker Discretionary Voting Permitted
Proposal 1 — Election of four nominees named in the Proxy Statement and recommended by the Board of Directors as directors to serve for a three-year term: Lee C. Banks, Randolph W. Carson, Michael F. Hilton and Victor L. Richey, Jr.	Plurality of Votes Cast	No
Proposal 2 — Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the Fiscal Year ending October 31, 2013	Majority of the Shares Entitled to Vote and Present in Person or Represented by Proxy	Yes
Proposal 3 — Advisory vote to approve named executive officer compensation	Majority of the Shares Entitled to Vote and Present in Person or Represented by Proxy	No
Proposal 4 — Approval of the Nordson Corporation 2012 Stock Incentive and Award Plan	Majority of the Shares Entitled to Vote and Present in Person or Represented by Proxy	No

Who will tabulate the votes? Broadridge Financial Solutions, Inc. has been engaged as our independent agent to receive and tabulate shareholder votes. Broadridge will separately tabulate FOR, AGAINST and WITHHOLD votes, abstentions, and broker non-votes. The Inspectors of Election will certify the election results and perform any other acts required by Ohio Corporation Law.

What happens if the Annual Meeting is adjourned or postponed? Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Who is paying for the costs of this proxy solicitation? We will bear the expense of soliciting proxies. Proxies may also be solicited in person, by telephone or electronically by Nordson personnel

who will not receive additional compensation for such solicitation. Copies of proxy materials and the Annual Report to Shareholders will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

How will I know the results of the Annual Meeting? The final voting results will be tallied by our Inspectors of Election and published in a Current Report on Form 8-K filed with the SEC that we expect to file within four business days of the Annual Meeting.

Delivery of voting materials to shareholders sharing an address. To reduce the expense of delivering duplicate materials to shareholders sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive only one copy of the Annual Report to Shareholders and proxy materials until such time as one or more of these shareholders notifies us that they wish to receive individual copies. Shareholders of record in the same household continue to receive separate proxy cards.

We will mail materials that you request at no cost. You may contact us with your request by writing to or calling Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio, 44145 or 440-414-5606. You can also access the Proxy Statement and Annual Report online on our website at: www.nordson.com/investors.

How do I submit director nominations or shareholder proposals for the 2014 Annual Meeting?

Shareholder Proposals Submitted Under Rule 14a-8

Assuming that our 2014 Annual Meeting is held within thirty days of the anniversary of the 2013 Annual Meeting, any shareholder who wishes to submit a proposal for consideration at next year’s meeting and for inclusion in next year’s proxy statement under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) should send the proposal c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145 for receipt on or before September 20, 2013.

Proposals and Director Nominations Submitted Pursuant to our Regulations

Additionally, under our Regulations, a shareholder may submit a proposal for consideration at next year’s Annual Meeting of Shareholders, but not for inclusion in the Proxy Statement, if the shareholder provides written notice no earlier than 90 days and no later than 60 days prior to the 2014 Annual Meeting. Assuming that the 2014 Annual Meeting will be held on February 25, 2014, that means notice of such proposals must be received no earlier than November 27, 2013 and no later than December 27, 2013. Our Regulations are available on our website at: www.nordson.com/governance.

A shareholder may nominate a candidate for election as a director at the 2014 Annual Meeting of the Shareholders provided the shareholder (i) is a shareholder of record at the time the shareholder gives notice of the nomination, (ii) is entitled to vote at the meeting in the election of directors, and (iii) has given timely written notice of the nomination to the Secretary. Similar to the timeliness requirements under our Regulations described above, the notice of the nomination must be received no earlier than 90 days and no later than 60 days prior to the meeting. Assuming the 2014 Annual Meeting is held on February 25, 2014, the deadlines would be no earlier than November 27, 2013 and no later than December 27, 2013. The Governance and Nominating Committee will assess the qualifications of the candidate according to criteria set out in Nordson Corporation’s Governance Guidelines, which are available on our website at: www.nordson.com/governance. For a candidate to be considered for election as a director or for business to be properly requested by a shareholder to be brought before an annual meeting of shareholders, the shareholder must comply with all of the requirements of our Regulations, not just the timeliness requirements described above. Any proposal for inclusion in the proxy materials, notice of proposal, or suggestion for nominee(s) for election to our Board should be sent to c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

If the notices delivered pursuant to the Regulations are not timely received, then we will not be required to present such proposals or nominations, as applicable, at the 2014 Annual Meeting. If the Board chooses to present any information submitted after the deadlines set forth in the Regulations (other than pursuant to Rule 14a-8 of the Exchange Act) at the 2014 Annual Meeting, then the persons named in proxies solicited by the Board for the 2014 Annual Meeting may exercise discretionary voting power with respect to such information.

YOUR VOTE IS VERY IMPORTANT, SO PLEASE VOTE.

Promptly return your proxy/voting instruction card or vote via telephone or the Internet,

which will help to reduce the cost of this solicitation.

This Proxy Statement and the enclosed proxy/voting instruction card are being mailed to shareholders of record on or about January 18, 2013. Nordson’s executive offices are located at 28601 Clemens Road, Westlake, Ohio 44145, telephone number (440) 892-1580.

PROPOSAL 1: ELECTION OF DIRECTORS WHOSE TERMS EXPIRE IN 2016

Our Regulations require us to have at least nine directors with not less than three directors in each of three classes. Each of the directors serves for a term of three years and until a qualified successor is elected. The Board currently has ten directors.

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 of Shareholders. The Governance and Nominating Committee has recommended to the Board, and the Board has approved, the persons named as nominees for terms expiring in 2016 and, unless otherwise marked, a proxy will be voted for such nominees. Messrs. Banks, Carson, Hilton and Richey currently serve as directors, last elected by the shareholders at the 2010 Annual Meeting. All nominees have agreed to stand for election for a three-year term.

It is intended that proxies that are submitted but do not withhold the authority to vote for any or all of the nominees will be voted for the election as directors of all of the persons named below. At this time, the Board knows of no reason why any nominee might not be a candidate at the 2013 Annual Meeting.

The name and age of each of the four nominees for election as directors for terms expiring in 2016, as well as present directors whose terms will continue after the meeting, appear below together with his or her principal occupation for at least the past five years, the year each became a director of the Company and certain other information.

Nominees For Terms Expiring in 2016


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
Lee C. Banks		49	Business Experience. Mr. Banks has served as Executive Vice President and Operating Officer of Parker Hannifin Corporation since 2008. Parker Hannifin Corporation (NYSE: PH) 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 was Senior Vice President and Operating Officer of Parker Hannifin from 2006 to 2008 and served as its Worldwide President, Hydraulics Group from 2003 to 2006.	2010
			Key Attributes, Experiences and Skills. As a senior executive with a multinational corporation, Mr. Banks provides the Board with significant executive general management and operational experiences and a unique perspective in identifying strategic and tactical risks attendant to a multinational sales, distribution, manufacturing and operational footprint.


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
Randolph W. Carson		61	Business Experience. From 2000 to February, 2009, Mr. Carson served as Chief Executive Officer of Eaton Corporation (NYSE: ETN) Electrical Group. Eaton 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.	2009
			Other Directorships in Previous 5 Years. Mr. Carson is presently a director of Fairchild Semiconductor Inc. (NYSE: FSC), a leading global manufacturer of semiconductor devices; Graftech International Inc. (NYSE: GTI), a global manufacturer of carbon and graphite products; and the Southwire Company, the leading North American supplier of wire and cable products.
			Key Attributes, Experiences and Skills. 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.
Michael F. Hilton		58	Business Experience. Mr. Hilton became Nordson’s President and Chief Executive Officer effective January 16, 2010. Prior to his joining Nordson, Mr. Hilton was Senior Vice President and General Manager for Air Products and Chemicals Inc. (NYSE: ADP) 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.	2010
			Other Directorships in Previous 5 Years. Mr. Hilton serves as a director of Ryder System, Inc. (NYSE: R), a FORTUNE^® 500 provider of leading-edge transportation, logistics and supply chain management solutions.
			Key Attributes, Experiences and Skills. Mr. Hilton is the only member of Nordson’s management serving on the Board. With over 30 years of global manufacturing industry experience. Mr. Hilton brings to the Board an intimate understanding of management leadership, strategy development and day-to-day operations of a multinational company, including product line management, new product technology and talent development, manufacturing, distribution and other sales channels, business processes, international operations and global markets.
Victor L. Richey, Jr.		55	Business Experience. Mr. Richey has served as Chairman of the Board, President and Chief Executive Officer of ESCO Technologies, Inc. (NYSE: ESE) since 2003. ESCO Technologies is a diversified manufacturer of special purpose utility solutions for electric, gas and water utilities, including hardware and software to support advanced metering applications and fully automated intelligent instrumentation; and engineered filtration products to the aviation, space and process markets worldwide. ESCO Technologies is the industry leader in radio frequency shielding and electromagnetic compatibility test products.	2010

Present Directors Whose Terms Expire in 2014


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
Joseph P. Keithley		64	Business Experience. Mr. Keithley has served as Chairman of the Board of Nordson Corporation since February 2010. He served as Chairman of the Board of Keithley Instruments, Inc., a provider of measurement solutions to the semiconductor, fiber optics, telecommunications and electronics industries from 1991, as well as a member of its Board of Directors from 1986 until December 2010 when Keithley Instruments was purchased by Danaher Corporation. He also served as Keithley Instruments’ Chief Executive Officer from November 1993 to December 2010 and as President from May 1994 to December 2010.	2001
			Other Directorships in Previous 5 Years. Mr. Keithley previously served as Chairman of the Board of Keithley Instruments. He currently serves 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 and 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 brings extensive, broad-based international business and executive management and leadership experience from his leadership roles at Keithley Instruments to his role as Chairman of our Board of Directors. Among other things, Mr. Keithley draws upon his extensive knowledge in the global semiconductor and electronics industries garnered while leading Keithley Instruments. Mr. Keithley also has extensive public company board and governance experience.
Mary G. Puma		54	Business Experience. Ms. Puma is presently Chairman of the Board and Chief Executive Officer of Axcelis Technologies, Inc. (NASDAQ GS: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry.	2001
			Other Directorships in Previous 5 Years. Ms. Puma is presently Chairman of the Board of Axcelis Technologies.
			Key Attributes, Experiences and Skills. Ms. Puma contributes extensive general 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 and Governance & Nominating Committees, respectively.


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
William L. Robinson		71	Business Experience. For the last thirteen years, Mr. Robinson has been a professor of law at the University of the District of Columbia’s David A. Clarke School of Law, currently in the capacity of Distinguished Professor of Law.	1995
			Key Attributes, Experiences and Skills. Mr. Robinson possesses a life-long commitment to promoting diversity in academia and in the board room and has been at the forefront of the American civil rights movement. Mr. Robinson has broad legal expertise, with a particular emphasis on employment law, and brings these commitments and his expertise to his role as a director. Mr. Robinson has developed significant knowledge of the Company, having served on the Board since 1995. Reflective of his credentials to serve on our Board, in 2007, Mr. Robinson was honored with the University of the District of Columbia’s Distinguished Leadership Award, which recognizes members of the university community whose life work exemplifies outstanding leadership. His experience in promoting diversity serves the Company well in Mr. Robinson’s role as chairman of the Governance & Nominating Committee.

Present Directors Whose Terms Expire in 2015


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
Arthur L. George, Jr.		51	Business Experience. Mr. George has served as Senior Vice President and Manager, Analog Engineering Operations of Texas Instruments Incorporated (NASDAQ GS: TXN) since 2011. Texas Instruments 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.	2012
			Key Attributes, Experiences and Skills. Mr. George brings to the Board significant executive 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.
Frank M. Jaehnert		55	Business Experience. Mr. Jaehnert has been Chief Executive Officer and President of Brady Corporation (NYSE: BRC) since April 1, 2003. Brady Corporation 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. Other Directorships in Previous 5 Years. Mr. Jaehnert serves presently as a director of Brady Corporation.	2012
			Key Attributes, Experiences and Skills. Mr. Jaehnert brings extensive, broad-based international business and executive management and


Name	Age		Business Experience and Directorships for Previous Five Years and Qualifications to Serve	Director Since
			leadership experience to our Board, and, coupled with a demonstrated execution of strategic vision and a well-developed understanding of accounting and financial matters, compliments strongly the skill sets of our present directors. Mr. Jaehnert’s significant finance, financial reporting and accounting background provides the Board with valuable expertise and qualifies him as a “financial expert” on the Audit Committee, as described under the section “Audit Committee.”
Michael J. Merriman, Jr.		56	Business Experience. Mr. Merriman has been an Operating Advisor of Resilience Capital Partners LLC since June 2008. Resilience is a private equity firm focused on principal investing in lower middle market underperforming and turnaround situations. Mr. Merriman is a business consultant for Product Launch Ventures, LLC, a 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 The Lamson & Sessions Co., 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 (NYSE: AM), a designer, manufacturer and seller of greeting cards and other social expression products from September 2005 until November 2006.	2008
			Other Directorships in Previous 5 Years. Mr. Merriman is presently a director of American Greetings; Regis Corporation (NYSE: RGS), the beauty industry’s global leader in beauty salons, hair restoration centers and cosmetology education and 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 brings to the Board financial acumen, significant public accounting background, experience gained through service on boards of directors of other publicly-traded companies and product development expertise. Mr. Merriman has significant finance, financial reporting and accounting expertise and was formerly a certified public accountant, which provides the Board with valuable expertise and qualifies him as a “financial expert” on the Audit Committee, as described under the section “Audit Committee.” In addition, because of his wide range of management experience, including as a former partner at Arthur Andersen & Co. and his service as Chief Financial Officer of American Greetings, Mr. Merriman provides valuable insight into the company’s operations as well as its interactions with investors and financial analysts.

Former director, Dr. David Ignat, retired from our Board in 2012. Dr. Ignat is the nephew of our founders, Eric and Evan Nord.

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 2013 Annual Meeting of Shareholders.

Required Vote

The election of directors requires the affirmative vote of the holders of a plurality of the shares of common stock voting at the meeting. Under the plurality voting standard, the nominees receiving the most “for” votes will be elected, regardless of whether any nominee received a majority of the votes. Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achieving a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee (including broker non-votes) will not be counted toward such nominee’s achieving a plurality, but will be counted for quorum purposes.

RECOMMENDATION REGARDING PROPOSAL 1:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

ALL NOMINEES AS DIRECTORS.

PROXIES RECEIVED BY THE BOARD WILL BE VOTED FOR ALL NOMINEES UNLESS

SHAREHOLDERS SPECIFY A CONTRARY VOTE.

CORPORATE GOVERNANCE

Corporate Governance Documents

The following corporate governance documents are available on our website at: www.nordson.com/governance.


• Governance Guidelines		• Related Persons Transaction Policy
• Committee Charters		• Share Ownership Guidelines
• Director Recruitment and Performance Guidelines		• Code of Ethics and Business Conduct

The Governance Guidelines contain general principles regarding the functions of Nordson’s Board of Directors (the “Board”) and Board Committees. The 2012 Annual Report to Shareholders which includes our Annual Report on Form 10-K and this Proxy Statement are available on our website at: www.nordson.com/investors. Upon request, copies of the Annual Report to Shareholders will be mailed to you (at no charge) by contacting Attn: Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

Director Independence

In accordance with the listing standards of The NASDAQ Stock Market LLC (NASDAQ), and our Corporate Governance Guidelines, the Board must consist of a majority of independent directors. The Board has determined that Messrs. Banks, Carson, George, Jaehnert, Keithley, Merriman, Richey, Robinson, and Ms. Puma each satisfy the definition of “independent director” under these listing standards. During our fiscal year ending October 31, 2012, Dr. David Ignat, who retired from our Board with the expiration of his term on February 28, 2012, also satisfied such definition of “independent director.” Mr. Hilton is not an independent director as he serves as the Company’s President and Chief Executive Officer.

For a director to be considered independent under the NASDAQ listing standards, the Board must affirmatively determine that a director has no direct or indirect material relationship with Nordson. A director is independent if he/she has no material relationship with us or our affiliates either directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with our Company and meets the standards for independence as defined by the rules of NASDAQ. Such relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

More specifically, a director is not considered independent if:

•

he/she is currently employed, or has been employed within the past three years, by us or any of our affiliates;

•

the director (or his/her immediate family member as defined by NASDAQ) accepted compensation from us or any of our affiliates in excess of $120,000 during any twelve month period within the past three years (other than compensation for board service, retirement plan benefits, or non-discretionary compensation, or compensation paid to a family member who is an employee (other than an executive officer));

•

the director has an immediate family member who is, or has been in the past three years, employed by us or any of our affiliates as an executive officer;

•

the director (or any immediate family member) is or has been a partner, controlling stockholder or an executive officer of any business to which we made, or from which we received, payments (other than those which arise solely from investments in our securities) that exceed five percent of such entity’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years;

•

the director (or his/her immediate family member) is or has been employed as an executive officer of another entity where any of our executive officers serve on that entity’s compensation committee;

•

he/she (or any immediate family member) is a current partner of our independent registered public accounting firm, Ernst & Young LLP, or either the director (or an immediate family member) has been a partner or employee of Ernst & Young LLP in the past three years and worked on our audit during that time; or

•

the director participated in the preparation of our (or any of our current subsidiaries’) financial statements at any time during the past three fiscal years.

As part of our commitment to ensuring director independence, we have a monitoring and reporting program with respect to purchases of products supplied by a company which may employ a director to ensure the avoidance of any conflicts of interest resulting from our relationship. Mr. Banks, a director, serves as Executive Vice President and Operating Officer of Parker Hannifin Corporation. Parker Hannifin Corporation is a supplier of components to a number of our business units in volumes that are insignificant when compared to the Parker Hannifin Corporation’s and Nordson’s annual revenue for 2012. Mr. George, a director, serves as Senior Vice President and Manager, Analog Engineering Operations of Texas Instruments Incorporated. Texas Instruments is a supplier of components to a number of our business units in volumes that are insignificant when compared to the Texas Instrument’s and Nordson’s annual revenue for 2012. Mr. Jaehnert, a director, serves as President and Chief Executive Officer of Brady Corporation. Brady Corporation is a purchaser of components manufactured by a number of our business units in volumes that are insignificant when compared to the Brady Corporation’s and Nordson’s annual revenue for 2012.

Director Qualifications

The Board believes that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences and other differentiating characteristics, is an important element of its director nomination recommendations as variety of points of view contribute to a more effective decision-making process. To that end, the Board has adopted Director Recruitment and Performance Guidelines (the “Recruitment Guidelines”) to assist the Board and the Governance and Nominating Committee in identifying and recruiting directors to serve on the Board. The Board considers each nominee in the context of the Board as a whole, with the objective of assembling a Board that can best maintain the success of our business. The Board seeks to include an array of skills and experience in its overall composition rather than requiring every director to possess the same skills, perspective, and interests.

An example of the process engaged in by the Board to identify qualified candidates for director was the search that culminated in the election of the most recently added directors — Messrs. George and Jaehnert. The Board of Directors retained a search firm to assist the Board in identifying candidates that not only met the Recruitment Guidelines but also a set of specific criteria deemed appropriate given the skills and experiences of the directors that had recently retired or were about to retire from the Board. Included in the search criteria were skills and experiences such as leading a company or division of a sophisticated, business-to-business industrial enterprise similar in size to Nordson that has a material percentage of sales (at least 25 percent-plus) derived from non-US customers; having substantive global experience with a company composed of multiple business units in an innovative research and product development-based environment; and prior exposure to corporate governance as the result of public company board service or the experience of working with the board of directors and governance process. The effectiveness of the process is evident by the contributions made to the Board by Messrs. George and Jaehnert since their election in 2012.

Code of Ethics and Business Conduct

We have a Code of Ethics and Business Conduct (the “Code”) that addresses our commitment to honesty and integrity and the ethical behavior of our directors, officers and employees with current and potential customers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom we have or may have contact. Violations of any of the standards of the Code will be met with appropriate disciplinary action, up to and including termination of employment. Retaliation against any director, officer or employee who files a report concerning what he or she reasonably believes to be conduct that violates the Code is strictly prohibited.

Communications with the Board of Directors

Shareholders may communicate with the Board, the Chairman of the Board, a Board committee, the non-employee directors as a group, or individual directors by sending written communications addressed to the Board of Directors, a Board committee or such individual director or directors, c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Our Secretary will initially receive communications before forwarding them to members of the Board to whom the communication is directed, or if the communication is not directed to any specific member(s) of the Board, to the Chairperson of the Governance and Nominating Committee. We generally will not forward a shareholder communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about us. Concerns about accounting or auditing matters or possible violations of our Code of Ethics and Business Conduct should be reported pursuant to the procedures outlined in the Code.

Board Leadership Structure

Our Governance Guidelines require us to have either an independent Chairman of the Board or a presiding independent director if the positions of Chairman and Chief Executive Officer are held by the same person. The Guidelines set forth the responsibilities of the Chairman of the Board and the Presiding Director when the Chairman of the Board and Chief Executive Officer positions are combined. At present, the Chairman of the Board of Directors position is separate from the Chief Executive Officer position.

This structure provides independent oversight of management while permitting our Chief Executive Officer, Michael Hilton, 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 Chairman Joseph Keithley leads the Board in the performance of its duties by establishing agendas and ensuring appropriate meeting content (in collaboration with Mr. Hilton), presiding during regularly held executive sessions with our independent directors, actively engaging with all independent directors and Mr. Hilton between Board meetings and providing overall guidance to Mr. Hilton as to the Board’s views and perspectives, particularly on the strategic direction of the Company.

Executive Sessions

Pursuant to our Governance Guidelines, independent directors meet in regularly scheduled executive sessions without management. The Chairman (or, when our Chairman is an executive officer, 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. Chairman Keithley presided at executive sessions of our independent directors at every Board meeting in 2012.

Oversight of Risk Management

The Board as a whole exercises its oversight responsibilities with respect to material risks we face in a global market, including operational, financial, strategic, competitive, reputational, legal and regulatory risks. The Board has delegated responsibility for the oversight of specific risks to Board committees. With the oversight of our Board, our officers are responsible for the day-to-day management of the material risks we face. In its oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The involvement of the Board in setting 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 Corporation. 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. For example, our Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of our risk-related internal controls, and internal investigations. Our Compensation Committee oversees risks related to the executive officer compensation program such as that attendant to incentive-driven compensation plans. Our Governance and Nominating Committee oversees governance related risks, such as Board independence and director succession planning.

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. Annually, the Board holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the Company.

Both the Audit Committee and the Compensation Committee of the Board also rely on the advice and counsel of our independent auditors and 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, as applicable. The Board is kept abreast of its Committees’ risk oversight and other activities via reports of the Committee Chairpersons to the full Board.

Attendance at the Annual Meeting of Shareholders

Directors are expected to attend the Annual Meeting of Shareholders and all Board meetings and meetings of committees on which a director serves. During the last fiscal year, each incumbent director attended at least seventy-five percent of the meetings of the Board and of the committees on which he or she served. All incumbent directors attended the 2012 Annual Meeting of Shareholders except Mr. Carson who was unable to attend due to a priority and conflicting engagement.

Review of Transactions with Related Persons

The Board has adopted a written policy regarding the review and approval of transactions, involving certain persons that are required to be disclosed in proxy statements, which are commonly referred to as “related person transactions.” Related parties include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers, and the immediate family members of each of these individuals. Under the written policy, Nordson’s Audit Committee is responsible for reviewing and approving any related person transactions and will consider factors it deems appropriate. To the extent any member of the Audit Committee is involved in any transaction reviewed such member recuses themselves.

We have a monitoring and reporting program with respect to purchases of products supplied by a company which may employ a director to ensure the avoidance of any conflicts of interest resulting from our relationship. This program includes all such transactions collectively over $120,000 in one annual period. Under the program we reviewed transactions with three companies that employ three of

our directors. The review determined that the related party transactions were neither material nor significant to either Nordson or the respective director’s company. Information on the related party transaction review is set forth under the caption “Director Independence” above. All such purchases were conducted at arms-length.

Self-Assessments

On a regular basis, the Board conducts a self-assessment to determine, among other matters, whether the Board and the Committees are functioning effectively. The independent directors also undertake a peer assessment of other independent directors as part of this self-assessment process. The Audit, Compensation, and Governance and Nominating Committees are also required to each conduct a self-assessment. The Governance and Nominating Committee is responsible for overseeing this self-assessment process.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Board of Directors. In Fiscal Year 2012, our Board of Directors met five times in regular session and held one special meeting. An executive session of independent directors occurred at each regular meeting.

The Board has three committees which meet on a regular basis: an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The table below provides current committee membership and Fiscal Year 2012 committee meeting information:


Director		Audit	Compensation	Governance & Nominating
Lee C. Banks			Ö
Randolph W. Carson		Ö		Ö
Arthur L. George, Jr.		Ö
Frank M. Jaehnert	F	Ö
Joseph P. Keithley			Ö	Ö
Michael J. Merriman, Jr.	F	Chairperson
Mary G. Puma			Chairperson	Ö
Victor L. Richey, Jr.			Ö	Ö
William L. Robinson			Ö	Chairperson
Total meetings in Fiscal Year 2012		10	5	5

F	Financial Expert

Audit Committee. The Audit Committee conducted ten meetings in Fiscal Year 2012. All members of the Audit Committee meet the NASDAQ independence standards and the SEC’s heightened audit committee independence standards. The Board has designated Messrs. Jaehnert and Merriman as “audit committee financial experts” pursuant to the SEC’s final rules implementing Section 407 of the Sarbanes-Oxley Act. Shareholders should understand that the designation of each of Messrs. Merriman and Jaehnert as an “audit committee financial expert” is an SEC disclosure requirement and that it does not impose upon them any duties, obligations or liabilities that are greater than those imposed on them as members of the Audit Committee and the Board in the absence of such designation. The Audit Committee is responsible for:

•

reviewing the proposed audit programs (including both independent and internal audits) for each fiscal year, the results of these audits, and the adequacy of our systems of internal accounting control;

•

appointing, compensating and overseeing the independent auditors for each fiscal year;

•

approving all permissible audit and non-audit services to be performed by the independent auditors;

•

establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters;

•

approving all related-persons transactions; and

•

overseeing the adequacy of financial statements pertaining to our benefit plans, including reserves, statement of funding obligations and underlying economic assumptions.

A more detailed discussion of the purposes, duties, and responsibilities of the Audit Committee is found in the Committee’s charter which is available on our website at: www.nordson.com/governance. The Committee has discussed with the independent auditors the auditors’ independence from management and the Company and considered the compatibility of non-audit services with the auditors’ independence. The Audit Committee Report to the Board is at Appendix A of this Proxy Statement.

Compensation Committee. The Compensation Committee met five times in Fiscal Year 2012. The Compensation Committee is responsible for (i) setting and approving compensation for our executive officers; (ii) for administering the incentive and equity participation plans under which we pay variable compensation to our executive officers; and (iii) providing oversight to executive talent and management succession planning, other than CEO succession which is a responsibility of the entire Board. A more detailed discussion of the purposes, duties, and responsibilities of the Committee is found in the Committee’s charter which is available on our website at: www.nordson.com/governance. All members of the Compensation Committee meet the NASDAQ independence standards.

The Compensation Committee takes significant steps to ensure that we maintain strong links between executive compensation and performance. Examples of these steps are:

•

holding executive sessions (without management present) at every regularly scheduled Committee meeting;

•

engaging an independent compensation consultant to advise on executive compensation issues, including peer benchmarking data;

•

realigning compensation structures based on examination of peer group compensation structures and levels and peer group financial performance; and

•

strengthening the link between executive officer annual pay and shareholder value by basing incentive/variable pay on the achievement of financial measures and additional business and personal objectives and modifying the mix of compensation elements to increase the allocation of compensation linked to corporate performance.

Each fiscal year the Committee:

•

sets base salary;

•

sets measures for the annual cash incentive plan and long-term incentive plan and verifies performance against those measures prior to any incentive plan payouts; and

•

sets performance measures and levels for the prospective fiscal year annual cash incentive plan and the prospective long-term incentive plan three-year performance period.

The Committee also has the authority to engage outside executive compensation consultants, to determine the independence of the consultant and scope of the consultant’s services and to terminate the consultant’s engagement. The compensation consultant reports directly to the Chairperson of the Committee and provides the Committee with information and analysis related to executive compensation. A discussion of the engagement of our independent compensation consultant for Fiscal Year 2012 is found in Part II of the Compensation Discussion & Analysis under the caption, “Role of the Executive Compensation Consultant and Executive Management.”

Governance and Nominating Committee. The Governance and Nominating Committee met five times during Fiscal Year 2012. All members of the Governance and Nominating Committee meet the NASDAQ independence standards. The purposes of the Governance and Nominating Committee are to:

•

assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for each annual meeting of shareholders;

•

review and recommend to the Board qualifications for committee membership and committee structure and operations;

•

recommend to the Board directors to serve on each committee and a chairperson for such committee;

•

develop and recommend to the Board a set of corporate governance policies and procedures; and

•

lead the Board in its annual review of the Board’s performance.

The Governance and Nominating Committee assesses the qualifications of the candidates nominated to be a director according to criteria set out in Nordson Corporation’s Governance Guidelines. A more detailed discussion of the purposes, duties, and responsibilities of the Committee is found in the Committee’s charter which is available on our website at: www.nordson.com/governance.

For information on the process for shareholders to nominate a director candidate to the Committee, see “Questions and Answers About the Annual Meeting and these Proxy Materials: How do I submit director nominations or shareholder proposals for the 2014 Annual Meeting – Proposals and Director Nominations Submitted Pursuant to our Regulations.”

Executive Committee. The Executive Committee exercises the authority of the Board on such matters as are delegated to it by the Board from time to time and exercises the powers of the Board between meetings of the Board. The Executive Committee meets on a periodic basis, as needed, and did not meet in Fiscal Year 2012.

Director Compensation

We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of our long-term shareholders by linking a substantial portion of their compensation to the performance of our common shares. Following is a description of our compensation program for non-employee directors for Fiscal Year 2012. Directors who are also our employees do not receive compensation for their services as directors.

Determining Director Compensation. The Governance and Nominating Committee reviews with the assistance of the Compensation Committee’s executive compensation consultant, the compensation of our directors and makes recommendations to the Board regarding these matters. The Committee typically conducts its review and makes its recommendations prior to the commencement of a fiscal year.

In benchmarking director pay, the Company uses the same compensation peer group that is used to benchmark compensation for the Company’s named executive officers as described in the Compensation Discussion and Analysis section of this Proxy Statement.

The components and respective amounts of director compensation for Fiscal Year 2012 were:


Type		Annual Amount ($)
• Annual Cash Retainer (all directors)		60,000
• Chairman’s Cash Retainer		50,000
• Committee Chair Cash Retainer:
^¡ Audit Committee Chair		12,000
^¡ Compensation Committee Chair		10,000
^¡ Governance & Nominating Committee Chair		5,000
• Equity Grant (Restricted Shares)		95,000(1)

(1)	Number of shares is determined by share price on date of grant.

Cash Retainers. The cash retainers are paid in equal quarterly installments. For directors who are elected by the Board or shareholders during the fiscal year, the annual retainer is prorated based on the number of months remaining in the fiscal year.

Equity Grant. Restricted shares are granted early in the fiscal year to present directors or when a director is elected to the Board. The grant vests in one year but carries a two-year restriction on transfer. If a director retires from the Board prior to the one year anniversary of the grant, shares are forfeited on a pro-rata basis, based on the number of months served prior to retirement. If a director is elected by the Board or shareholders after the commencement of a fiscal year, the restricted stock grant is prorated based on the number of months remaining in the fiscal year.

Prior to the restricted share grant date directors may elect to receive restricted share units (RSUs) in lieu of restricted shares. The same forfeiture risk for restricted share grants applies to the RSUs.

Effective at the beginning of Fiscal Year 2013, the equity grant increased from $95,000 to $110,000.

Deferred Compensation Program. Under the Directors Deferred Compensation Plan, non-employee directors may defer all or a portion of their annual cash retainer into a non-qualified, unfunded deferred compensation cash or share equivalent unit account. Amounts deferred under the Directors Deferred Compensation Plan will earn a return equivalent to the return on an investment in (i) an interest-bearing account, earning interest based on the 10-year Treasury bill constant maturity rate or (ii) a share equivalent account, earning a return based on our common share price and accruing dividend equivalents. The amounts deferred, dividend equivalents and any appreciation or accrued interest are paid in cash or in our common shares, as applicable, upon a director’s retirement from the Board in predetermined quarterly installments over a four year period. We do not pay above market or preferential interest rates under this deferred compensation plan.

Share Ownership Guidelines. The Board strongly believes that our non-employee directors should have a meaningful ownership interest in the Company and has implemented share ownership guidelines for our non-employee directors. The ownership guidelines require non-employee directors to own a minimum of five times their annual cash retainer in common shares (shares held in the form of stock equivalent units or restricted share units qualify as shares owned under the guidelines). Newly elected directors have five years within which to achieve the share ownership requirement.

Charitable Gifts Matching Program. Current and retired non-employee directors may participate in our employee matching gift program that is available to all current and retired employees involving contributions of cash or publicly-traded stock made to cultural, educational, social, medical or health-related charitable organizations that are exempt from federal income tax. Messrs. Banks, George, Keithley, Merriman, Richey and Robinson; Dr. Ignat and Ms. Puma participated in this program in Fiscal Year 2012. We made matching contributions totaling $54,000 during Fiscal Year 2012.

Indemnity Agreements. We have indemnification agreements for directors in order to attract and retain the most capable persons reasonably available to serve as our directors. The indemnification agreements are intended to secure the protection for our directors contemplated by our Regulations and to the full extent permitted by Ohio law.

Each indemnification agreement provides, among other things, that we will, subject to the agreement terms, indemnify a director if by reason of their service they incur losses, liabilities, judgments, fines, penalties, or amounts paid in settlement in connection with any threatened, pending, or completed proceeding, whether of a civil, criminal, administrative, or investigative nature. A director will not be indemnified where a director is adjudicated to have brought about or materially contributed to a claim as a consequence of a director’s dishonesty. In addition, each indemnification agreement provides for the advancement of expenses incurred by a director, subject to certain exceptions, in connection with proceedings covered by the indemnification agreement.

This description of the director indemnification agreements is not complete and is qualified in its entirety by reference to the full text of the Form of Director Indemnification Agreement between us and each director, filed as Exhibit 10-c to our Form 10-K for the year ended October 31, 2012.

Director Compensation Table for Fiscal Year 2012

The following table sets forth the total compensation paid to each non-employee director for services provided as a director for Fiscal Year 2012.


Name (1)	Fees Earned or Paid in Cash (2) (3) $		Stock Awards (4) $		All Other Compensation (5) $		Total $
Lee C. Banks		60,000		95,000		7,402		162,402
Randolph W. Carson		60,000		95,000		4,527		159,527
Arthur L. George, Jr.		45,000		71,250		4,569		120,819
Dr. David W. Ignat		20,000		31,354		17,159		68,513
Frank M. Jaehnert		45,000		71,250		690		116,940
Joseph P. Keithley		110,000		95,000		25,096		230,096
Michael J. Merriman, Jr.		72,000		95,000		27,663		194,663
Mary G. Puma		70,000		95,000		11,887		176,887
Victor L. Richey, Jr.		60,000		95,000		9,149		164,149
William L. Robinson		65,000		95,000		29,247		189,247

(1)	Mr. Hilton, our President and Chief Executive Officer, is not included in this table because he is an executive officer and received no additional compensation in his capacity as director.

(2)	Messrs. George and Jaehnert received $45,000 in directors’ fees and Dr. Ignat $20,000 in directors’ fees, representing a pro-rata portion of the annual cash retainer for FY 2012.

(3)	The following table represents the Fiscal Year 2012 cash compensation deferred by each director under the Directors Deferred Compensation Plan:


Director	Amount of Cash Retainer Deferred to Cash Account ($)		Amount of Cash Retainer Deferred to Share Equivalent Unit Account ($)
Lee C. Banks		—		—
Randolph W. Carson		—		60,000
Arthur L. George, Jr.		—		—
David W. Ignat		20,000		—
Frank M. Jaehnert		—		45,000
Joseph P. Keithley		—		—
Michael J. Merriman, Jr.		—		—
Mary G. Puma		—		—
Victor L. Richey, Jr.		—		—
William L. Robinson		—		32,500

(4)

This column represents the grant date fair value of the award as calculated under FASB ASC Topic 718 (formerly known as FAS 123R). The number of shares was determined by dividing $95,000 by the closing share price of our common shares on November 28, 2011 — $43.73. Fractional shares are rounded up to the nearest whole share. Messrs. Carson, Keithley, Richey, and Robinson elected to receive RSUs in lieu of restricted shares. Effective February 28, 2012, Messrs. George and Jaehnert were granted restricted shares representing their pro-rata portion of the annual equity compensation paid to non-employee directors for Fiscal Year 2012 based on remaining months of Fiscal Year 2012. Our closing share price on February 28, 2012 was $54.88. Upon his retirement, Dr. Ignat forfeited 1,456 shares of this grant.


Director	Restricted Shares (#)		Restricted Share Units (#)
Lee C. Banks		2,173		—
Randolph W. Carson		—		2,173
Arthur L. George, Jr.		1,299		—
David W. Ignat		717		—
Frank M. Jaehnert		1,299		—
Joseph P. Keithley		—		2,173
Michael J. Merriman, Jr.		2,173		—
Mary G. Puma		2,173		—
Victor L. Richey, Jr.		—		2,173
William L. Robinson		—		2,173

(5)	This column reflects the value of dividends on restricted shares and share equivalent units, interest on deferred cash accounts, premiums for life and business travel accident insurance for each director and matching gifts for Fiscal Year 2012. The matching gift amounts were:


Director	Matching Gift ($)
Lee C. Banks		5,000
Randolph W. Carson		—
Arthur L. George, Jr.		4,000
David W. Ignat		6,000
Frank M. Jaehnert		—
Joseph P. Keithley		6,000
Michael J. Merriman, Jr.		10,000
Mary G. Puma		8,500
Victor L. Richey, Jr.		6,000
William L. Robinson		8,500

PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending October 31, 2013

Ernst & Young LLP (“Ernst & Young”) served as our independent registered public accounting firm for the Fiscal Year ended October 31, 2012. The Audit Committee has appointed Ernst & Young to serve as our auditors for the Fiscal Year ending October 31, 2013. Although shareholder ratification of the appointment of Ernst & Young is not required, the Board of Directors believes that submitting the appointment to our shareholders for ratification is a matter of good corporate governance. If our shareholders do not ratify the appointment of Ernst & Young, the Audit Committee will reconsider the appointment. We expect that a representative of Ernst & Young will be present at the 2013 Annual Meeting to respond to appropriate questions from shareholders and to make a statement if he or she desires to do so.

As provided in the Audit Committee’s charter, the Audit Committee is responsible for directly appointing, retaining, terminating and overseeing our independent registered public accounting firm. While we have a long-standing relationship with Ernst & Young, the Audit Committee continuously evaluates the independence and effectiveness of Ernst & Young and its personnel, and the cost and quality of its audit and audit-related services.

Pre-Approval of Audit and Non-Audit Services

At the start of each fiscal year, our Audit Committee pre-approves the audit services and audit-related services, if any, together with specific details regarding such services anticipated to be required for such fiscal year including, as available, estimated fees. The Audit Committee reviews the services provided to date and actual fees against the estimates and such fee amounts may be updated for presentation at the regularly scheduled meetings of the Audit Committee. Additional pre-approval is required before actual fees for any service can exceed the originally pre-approved amount. The Audit Committee may also revise the list of pre-approved services and related fees from time to time. All of the services described below under the captions “Audit Fees” and “Audit-Related Fees” with respect to Fiscal Years 2011 and 2012 were approved in accordance with this policy.

If we seek to engage our independent registered public accounting firm for other services that are not considered subject to general approval as described above, then the Audit Committee must approve such specific engagement as well as the estimated fees. Such engagement will be presented to the Audit Committee for approval at its next regularly scheduled meeting. If the timing of the project requires an expedited decision, then we may ask the chairperson of the Audit Committee to approve such engagement. Any such approval by the chairperson is then reported to the full Audit Committee for ratification at the next Audit Committee meeting. In any event, approval of any engagement by the Audit Committee or the chairperson of the Audit Committee is required before our independent registered public accounting firm may commence any engagement. Additional approval is required before any fees can exceed approved fees for any such specifically-approved services.

Fees Paid to Ernst & Young

The following table shows the fees we paid or accrued for audit and other services provided by Ernst & Young for the Fiscal Years ended October 31, 2012 and October 31, 2011:


	Fiscal Year 2012		Fiscal Year 2011
Audit Fees (1)	$	1,384,266	$	1,308,375
Audit-Related Fees (2)	$	263,000	$	—

(1)	Audit services of Ernst & Young consisted of the audit of our annual consolidated financial statements, the quarterly review of interim financial statements, the audit of management’s assessments of internal controls over financial reporting and statutory audits required internationally.

(2)	Audit-Related Fees generally include fees for employee benefit plans, business acquisitions, accounting consultations and services related to SEC registration statements.

Required Vote

The affirmative vote of a majority of the shares represented at the 2013 Annual Meeting of Shareholders and entitled to vote on this proposal will be required to ratify the Audit Committee’s appointment of our independent registered public accounting firm. A proxy/voting instruction card marked as abstaining with respect to this proposal will have the effect of a vote against ratification of the appointment of the independent registered public accounting firm.

RECOMMENDATION REGARDING PROPOSAL 2:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” RATIFICATION OF THE

AUDIT COMMITTEE’S APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING

OCTOBER 31, 2013.

SECURITY OWNERSHIP OF NORDSON COMMON SHARES BY DIRECTORS, EXECUTIVE OFFICERS AND LARGE BENEFICIAL OWNERS

The following table shows the number of Nordson common shares beneficially owned as of December 28, 2012 by (1) each person who was a director as of October 31, 2012; (2) each executive officer named in this Proxy Statement and (3) by all executive officers and directors as a group. No executive officer or director owns more than 0.26% of outstanding Nordson common shares. All executive officers and directors as a group own approximately 1.5% of outstanding Nordson common shares. There were 64,394,798 shares outstanding as of December 28, 2012.

This beneficial ownership information is based on information furnished by the directors and executive officers. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act for purposes of this Proxy Statement and is not necessarily to be construed as beneficial ownership for other purposes.


Name of Beneficial Owner	Total		Percent			Direct Ownership (1)		Employee Plan (2)		Right to Acquire (3)		Share Equivalent Units (4)
Lee C. Banks		7,612		*			7,612		0		0		0
Randolph W. Carson		18,176		*			8,951		0		0		9,225
Arthur L. George, Jr.		3,536		*			3,536		0		0		0
Frank M. Jaehnert		3,913		*			3,086		0		0		827
Joseph P. Keithley		39,771		*			1,518		0		0		38,253
Michael J. Merriman, Jr.		14,505		*			2,701		0		0		11,804
Mary G. Puma		39,372		*			22,052		0		15,000		2,320
Victor L. Richey, Jr.		7,685		*			1,848		0		0		5,837
William L. Robinson		51,341		*			9,560		0		0		41,781
Michael F. Hilton		169,705		*			30,173		0		139,532		0
John J. Keane		130,967		*			21,018		809		98,000		11,140
Peter G. Lambert		57,510		*			17,451		1,334		38,725		0
Gregory P. Merk		110,052		*			23,902		0		86,150		0
Gregory A. Thaxton		76,822		*			8,505		5,779		48,350		14,188
All Executive Officers and Directors as a Group (18 people)		983,974		1.5	%		209,868		22,672		579,247		172,187

*	Less than 1%

(1)	Except as otherwise stated, beneficial ownership of the shares held by each of the directors and executive officers consists of sole voting power and sole investment power, or of voting power and investment power that is shared with the spouse of the director or executive officer.

(2)	This column shows indirect shares held in our Employee Stock Ownership Plan and 401(k) Plan, for which the individuals indicated have sole voting power and limited investment power.

(3)	This column shows shares covered by stock options that currently are exercisable or will be exercisable by February 26, 2013 and share payouts under the Long-Term Incentive Plan which were settled after the record date but before February 26, 2013.

(4)	This column shows the direct share ownership held by directors and executive officers under various deferred compensation plans described in this Proxy Statement.

Five Percent Beneficial Owners

The following table lists each person we know to be an owner of more than 5% of our common shares as of December 28, 2012.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent
KeyCorp (1)	7,849,223		12.2
127 Public Square, Cleveland, OH 44144-1306
Columbia Wanger Asset Management LLC (2)	5,241,700		8.1
227 West Monroe Street — Suite 3000 Chicago, IL 60606-5055
Jennifer Savage (3)	3,613,480		5.6
3900 Key Center, 127 Public Square, Cleveland, OH 44114-1291
Jane B. Nord (4)	3,619,687		5.6
P.O. Box 457, Oberlin, OH 44074
Vanguard Group Inc. (5)	3,555,408		5.5
PO Box 2600, Valley Forge, PA 19482-2600
Neuberger Berman LLC (6)	3,466,369		5.4
605 Third Avenue, 39(th) Floor New York, NY 10158-3698

(1)

Based on a NASDAQ ownership report dated September 30, 2012. In its most recent Schedule 13G/A filed February 10, 2012 with the SEC, KeyCorp, as the parent holding company for its subsidiary Victory Capital Management, Inc., stated that Victory Capital Management, Inc. is a registered investment advisor, reported beneficial ownership of 7,537,245 shares and stated that it has sole voting power over 217,239 of the reported shares and sole investment power over 2,306,622 of the reported shares. KeyCorp’s holdings may include Ms. Savage’s and Ms. Nord’s holdings as listed below.

(2)

Based on a NASDAQ ownership report dated September 30, 2012. In its most recent Schedule 13G/A filed February 10, 2012 with the SEC; Columbia Wanger Asset Management, L.P. stated that it is a registered investment advisor, reported beneficial ownership of 4,838,200 shares and stated that it has sole voting power over 4,370,200 of the reported shares and investment power over all of the reported shares.

(3)

In her most recent Schedule 13G/A filed January 25, 2012 with the SEC, Jennifer A. Savage, an individual, reported beneficial ownership of 4,149,761 shares and stated that she has sole voting power over 1,679,680 of the reported shares and sole investment power over 2,470,081 of the reported shares. According to the most recent information provided by Ms. Savage, the amount of shares beneficially owned as of the record date is 3,613,480 which includes (a) 1,144,398 common shares owned by the Eric Nord & Jane Nord Grandchildren Trusts dated 12/9/93, of which Jennifer A. Savage is the sole trustee; (b) 1,562,536 common shares owned by the Eric T. Nord Main Trust dated 04/1/03, of which Jennifer A. Savage is a co-trustee; (c) 40,980 common shares owned by the Emily Nord & TK McClintock IRR Trust dated 12/19/02, of which Jennifer A. Savage is a co-trustee; (d) 75,631 common shares owned by the McClintock 2010 Trust FBO Nicholas McClintock dated 7/8/10, of which Jennifer Savage is a co-trustee; (e) 75,631 common shares owned by the McClintock 2010 Trust FBO Thomas McClintock dated 7/8/10, of which Jennifer A. Savage is a co-trustee; (f) 640,630 common shares owned by the Jane B. Nord Grantor Retained Annuity Trust dated 8/11/11, of which Jennifer A. Savage is the sole trustee; and (g) 73,674 common shares owned by the Jane B. Nord Trust for the benefit of certain grandchildren, of which Jennifer A. Savage is a co-trustee.

Ms.	Savage has shared voting and investment power with respect to all shares held by trusts for which she serves as a co-trustee. Ms. Savage is a partner with Thompson Hine LLP, which has in the past provided and continues to provide legal services to us.

(4)

In her most recent Schedule 13G/A filed January 31, 2012 with the SEC, Jane B. Nord, an individual, reported beneficial ownership of 3,282,597 shares and stated that she has sole voting power and sole investment power over 1,720,061 of the reported shares. According to information provided by Ms. Nord, the amount of shares beneficially owned as of the record date is 3,619,687 which includes (a) 2,057,151 shares held by Ms. Nord as trustee and sole beneficiary of the Jane B. Nord Trust, and (b) 1,562,536 shares held jointly by Ms. Nord and Jennifer Savage as co-trustees of the Eric T. Nord Main Trust dated 04/1/03, for which Ms. Nord has shared voting and investment power.

(5)	Based on a NASDAQ ownership report dated September 30, 2012.

(6)

Based on a NASDAQ ownership report dated September 30, 2012. In its most recent Schedule 13G/A filed jointly on February 14, 2012 with the SEC, Neuberger Berman Group LLC and Neuberger Berman LLC reported beneficial ownership of 3,506,130 shares and stated that the entities have shared voting power over 3,147,370 of the reported shares and shared investment power over all of the reported shares.

As of December 28, 2012, nearly 30% of our outstanding shares are held directly or indirectly by present and former directors, officers and employees and their families, the Nord and Ignat families and the Nord Family Foundation. We are party to an agreement that, with some exceptions, gives us a right of first refusal with respect to proposed sales of our common shares by certain members of the Nord family and The Nord Family Foundation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of our common shares to file reports of ownership and changes in ownership of our common shares held by them with the SEC. Copies of these reports must also be provided to us.

Based on our review of these reports, we believe that, during the Fiscal Year ended October 31, 2012, all reports were filed on a timely basis by reporting persons.

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 2012 Annual Meeting, we held a shareholder advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, with over 94% of shareholder votes cast in favor of our say-on-pay resolution. As we evaluated our compensation practices and talent needs throughout Fiscal Year 2012, we were mindful of the strong support our shareholders expressed for our philosophy of linking compensation of our named executive officers to our operating objectives and the enhancement of shareholder value. As a result, our Compensation Committee decided to retain our general approach to named executive officer compensation, with an emphasis on short and long-term incentive compensation that rewards our most senior executives when they deliver value for our long-term shareholders.

With respect to the advisory shareholder vote on how frequently we should seek an advisory vote on compensation paid to our named executive officers, our Board recommended, and shareholders expressed overwhelming support for, an annual frequency. Therefore, consistent with this vote, we are conducting an annual, non-binding advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

Our executive compensation program is designed to attract, motivate, and retain executive talent. Under this program our executive officers, including the named executive officers, are rewarded for increasing shareholder value and for the achievement of specific short-term, long-term and strategic goals. We invite you to read the “Compensation Discussion and Analysis” in this Proxy Statement for additional details about our executive compensation program, including information about the compensation of our named executive officers for Fiscal Year 2012.

Nordson’s consistent long-term shareholder value creation is attributed to a rigorously-applied management process implemented over the years by successive teams of talented and committed executives. Our executive compensation program underpins and reinforces this process and the performance it generates. We believe the program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating value for our shareholders.

In support of this belief and reflective of the Compensation Committee’s diligent oversight of the executive compensation program, the Compensation Committee urges you to consider the following factors:

•

We provide a significant portion of total direct compensation in the form of performance-based incentives, including performance shares.

•

We establish total direct compensation such that, when our fundamental financial performance is at target levels, total direct compensation (base salary, annual cash incentives, and long-term incentives) paid to our named executive officers approximates the median total target direct compensation for executives in comparable positions at companies in our peer group.

•

Our short-term and long-term incentive compensation is earned based primarily upon consistent and transparent performance metrics derived directly from our publicly filed financial statements prepared in accordance with generally accepted accounting principles. We confirm performance based upon pre-established and measurable metrics before any incentive plan payouts are made.

•

Our long-term incentive plan, with share-based payouts at the end of a three-year performance period, rewards sustainable growth and profitability.

•

Payouts made under our Annual Cash Incentive Plan and the Long-Term Incentive Plan are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code and be deductible for tax purposes.

•

Our shareholder-approved incentive compensation plans incorporate maximum award levels that limit the payouts that can be made to our named executive officers.

•

Equity grants are made on a consistent schedule and are not made in anticipation of significant developments that may impact the price of our common shares. Similarly, we do not time the release of material, non-public information based on equity grant dates.

•

We provide only modest perquisites that benefit the Company’s business.

•

We do not pay above-market or preferential earnings on non-qualified deferred compensation.

•

Repricing of underwater stock options and other awards is expressly prohibited without shareholder approval. The Company has not repriced any equity incentive awards.

•

We have share ownership guidelines that require our Chief Executive Officer to own Nordson common shares equal to 5 times annual base salary and our other executive officers to own Nordson common shares equal to 2-3 times annual base salary.

•

We have forfeiture and profit recapture (“clawback”) terms that accompany stock option grants.

•

We prohibit directors and executive officers from pledging Nordson common shares as collateral. Also prohibited is trading in derivative securities of Nordson’s common shares, engaging in short sales of Nordson securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of any Nordson securities.

•

We engage in an ongoing, rigorous review of executive talent and succession plans for key corporate roles.

We are asking our shareholders to indicate their support for compensation paid to our named executive officers as described in this Proxy Statement by voting “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative.”

While the vote on compensation is non-binding, our Board of Directors and our Compensation Committee strongly value the opinions of our shareholders. The Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of the compensation paid to our named executive officers.

RECOMMENDATION REGARDING PROPOSAL 3:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” NAMED EXECUTIVE OFFICER COMPENSATION.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

All references in this section to years are references to fiscal year(s) unless otherwise noted. Our fiscal year ends October 31.

This Compensation Discussion and Analysis is presented in four parts:

Part I: Introduction and 2012 Highlights. In this section we discuss our pay-for-performance philosophy and highlight practices that support this philosophy. We also provide an overview of the components of the executive compensation program and highlight our financial and operating performance that supported compensation awarded to our named executive officers for 2012.

Part II: Objectives and Components of Our Executive Compensation Program; Analysis of Compensation Decisions for 2012. In this section we explain the objectives of our compensation program, discuss our compensation process and procedures, and provide details of the components and elements of the compensation we provide to our named executive officers. We also discuss and analyze actions taken with respect to compensation paid to our named executive officers for 2012.

Part III: Compensation Committee Actions Related to 2013 Executive Compensation. In this section we discuss briefly actions taken with respect to compensation of our named executive officers for 2013.

Part IV: Policies Related to Executive Compensation. In this section we review the policies we have adopted that relate to our executive compensation program — equity grant practices (including forfeiture of stock option grants and the prohibition against pledging shares or engaging in hedging Nordson common shares), shareholder ownership guidelines for executive officers and tax and accounting considerations.

Our named executive officers during 2012 were:


Name		Title
Michael F. Hilton		President and Chief Executive Officer
Gregory A. Thaxton		Senior Vice President, Chief Financial Officer
John J. Keane		Senior Vice President
Peter G. Lambert		Senior Vice President
Gregory P. Merk		Vice President

Mr. Thaxton was promoted to Senior Vice President, Chief Financial Officer effective December 2, 2011.

We use the terms “the Committee,” “we,” “us,” and “our” interchangeably in reference to the Compensation Committee, or in the proper context, Nordson Corporation, in this Compensation Discussion and Analysis.

This Compensation Discussion and Analysis discloses future company performance measures and goals. You should read and understand these measures and goals only as they relate to our executive compensation program. We are not providing these measures and goals as guidance or as statements of management’s expectations or estimates of our current or future results. We refer you to our Annual Report on Form 10-K for the year ended October 31, 2012 for additional information regarding 2012 financial results discussed in this Compensation Discussion and Analysis.

PART I: INTRODUCTION AND 2012 HIGHLIGHTS

Our executive compensation program reflects a balanced approach to incentivizing and rewarding performance by combining a competitive market-driven base salary with annual and long-term incentive and equity compensation. We have designed our executive compensation program to reward performance that creates long-term shareholder value — performance that results in sustainable growth, superior returns through disciplined capital investment, sustainable cost reduction, and consistent operational excellence while taking an appropriate level of risk. Our approach is further explained in the “Risks Related to Executive Compensation Policies and Practices” section of this Proxy Statement. We use performance goals which are marked to pre-established specific growth measures each year; a long-term orientation of the compensation mix; a substantial linkage of executive officer compensation to long-term share performance; total direct compensation opportunities targeted at the median of our peer group, with performance driving actual pay delivered; and consistency in administration of our executive officer compensation plans.

Executive Summary of Nordson’s Executive Compensation Program

We consider the results of our shareholders’ annual advisory vote to approve the compensation of our named executive officers, noting the strong support expressed by our shareholders for compensation paid to our named executive officers at the 2012 Annual Meeting of Shareholders.

We believe that we provide a straightforward, uncomplicated compensation structure for our named executive officers that is competitive without being excessive; is effective in attracting, retaining and motivating high caliber individuals; and aligns our executive officers’ interests with those of our long-term shareholders. The following provides an overview of our compensation philosophy and programs for 2012:

•

We believe in pay-for-performance. The program emphasizes variable incentive award opportunities which are payable only if specified financial and operational goals are achieved.

•

Our compensation program is designed to attract, motivate, reward and retain talented executives who can drive business performance.

•

Our incentive compensation plans are intended as a tool for prioritizing our executives’ attention and driving good decision-making that will promote the organization’s most important strategic needs. We envision the task of management as one of generating performance levels that warrant a favorable return for our shareholders. As such, management should be held accountable and be paid on the basis of performance that leads to positive results. Likewise, the Committee’s task is to ensure programs are based on incentive metrics that are right for the company’s needs and, over the long term, will be demonstrably tied to shareholder value creation.

•

We emphasize share ownership to create alignment with the interests of our long-term shareholders. In addition to stock option awards, our long-term incentive awards are delivered as equity based awards to our named executive officers, who are required to maintain minimum share ownership levels in Nordson common shares ranging from two times to five times their annual base salary.

•

The following elements comprise the total direct compensation awarded to our executive officers: base salary, performance-based annual cash incentive award, and equity-based long term incentive awards consisting of performance shares, stock options and restricted stock.

•

We set the elements of the compensation program for our executive officers to provide total direct compensation opportunity at or near the median range of our peer group. Actual payouts can be above or below the median based on financial and operational performance.

•

Our executives are offered very modest perquisites which are provided to facilitate focused performance on their jobs.

•

If necessary, the Compensation Committee has the ability to exercise discretion in determining compensation actions due to extraordinary changes in the economy, unusual events or overall company performance.

“Pay-for-Performance” – Structure, Key Financial Measures and Impact on Compensation Payouts

Our executive compensation program is structured to ensure that a significant portion of the compensation paid to our executive officers is dependent upon the performance of our business. This “pay-for-performance” structure drives the effort to achieve our short- and long-term objectives. The program is also structured to ensure that it is not overly weighted toward annual cash incentive compensation and does not otherwise have the potential to threaten long-term shareholder value by promoting unnecessary or excessive risk-taking by our executive officers. The “Allocation of Executive Compensation” section in Part II of this Compensation Discussion and Analysis describes our policies and practices for allocating compensation of our executive officers among the various categories and elements of compensation.

As described in the following table, we provide the variable elements of our executive compensation program — annual cash incentive compensation, long-term equity incentive compensation and equity-based compensation — to primarily encourage and reward performance that implements and advances our strategies and goals relating to financial performance and profitable growth, the very essence of our “pay-for-performance” philosophy.


Element of Variable Compensation	Encourage Executive Officers to:	Applicable Key Financial Measures / Impact on 2012 Compensation
Annual Cash Incentive Plan	Achieve or exceed short-term objectives to drive shareholder return and increased value of our assets	•Diluted earnings per share and return on capital – we exceeded the target level of performance on the former and exceeded maximum performance on the latter. •Annual cash incentive payouts were between 125% and 150% of target.
Long-Term Incentive Plan (LTIP) Awards (performance share plan)	Focus on our longer-term growth objectives	•Our cumulative revenue growth and cumulative earnings per share growth for the 2010-2012 performance period ended October 31, 2012 were at the maximum performance level. •LTIP Awards for the three-year performance period ended October 31, 2012 paid out at 200% of target.
Equity-Based Incentives (stock options, restricted stock)	Maximize financial and operational performance that contributes to appreciation of our share price	•Our average per share price was $51.65 in 2012 as compared to $48.15 in 2011.

On the following page in graphic presentation is a depiction of the elements of our executive compensation program. A detailed discussion of these elements is found under the caption “Summary Table — Components of Our Executive Compensation Program” in Part II of this Compensation Discussion and Analysis.

LOGO

2012 Highlights

Operating and Corporate Financial Performance

Our strong operational and financial performance in 2012 was a result of a robust strategy and focused execution in a modestly growing global economy. Our ability to execute on all facets of the 2012 operating plan is reflected in the following benchmarks being achieved:

•

Sales grew to a record $1.4 billion, an increase of 14% from a year ago. 8% of the growth was organic. Sales volume increased in all segments and geographies;

•

We complemented strong organic growth with the acquisitions of Extrusion Dies Holdings, Inc., Xaloy Superior Holdings, Inc., and Sealant Equipment & Engineering, Inc., three companies with multiple opportunities for expansion;

•

Gross margin was 58%, a continued strong level;

•

Operating profit grew to a record $335 million and operating margin was very solid at 24%;

•

Net income grew to a record $225 million, and EPS was a record at $3.45 per share;

•

We generated free cash flow before dividends of $250 million;

•

We increased our quarterly dividend by 20%, marking the 49th consecutive year we have increased our dividend;

•

Over the past two years we have purchased 7 percent of Nordson’s outstanding shares at an average price of $45.35 per share, a discount of approximately 23 percent compared to the 2012 year-end closing price of $59.03 per share; and

•

Total shareholder return for the year was 28.4%.

The following tables illustrate the specific financial measures that drive the corporate performance factor of the Annual Cash Incentive Plan — our diluted earnings per share and return on capital — and revenue growth, the latter being a component of the long-term incentive plan payout:

LOGO

In addition to this financial performance, the graph below compares Nordson’s total shareholder return for the five year period ending October 31, 2012 with that of the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Index and the S&P MidCap 400 Industrial Machinery Index, and the median return of our peer group companies (assuming the reinvestment of all dividends):

LOGO


Company/Index/Peer Group	2007		2008		2009		2010		2011		2012
Nordson Corporation	$	100.00	$	70.90	$	105.80	$	160.42	$	194.33	$	252.55
S&P MidCap 400	$	100.00	$	63.53	$	75.09	$	95.84	$	104.03	$	116.62
S&P 500 Ind. Machinery	$	100.00	$	57.24	$	76.59	$	97.99	$	101.38	$	121.33
S&P MidCap 400 Ind. Machinery	$	100.00	$	57.90	$	71.54	$	92.98	$	105.75	$	115.49
Peer Group	$	100.00	$	68.33	$	75.10	$	101.10	$	116.06	$	130.49

Source: Zack’s Investment Research

*	We define Total Shareholder Return as: Stock price end of period - Stock price start of period + Dividends paid ÷ Stock price start of period.

Since we place significant emphasis on long-term growth in our stock price, we believe the information provided in the graph above to be important in understanding our compensation philosophy and its role in the achievement of our long-term objectives. During the five year period shown above, our total shareholder return was in the top quartile of the companies in the peer group.

PART II: OBJECTIVES AND COMPONENTS OF OUR

EXECUTIVE COMPENSATION PROGRAM; ANALYSIS OF COMPENSATION

DECISIONS FOR 2012

Objectives of our Executive Compensation Program

There are three primary objectives of Nordson’s executive compensation program. The following table describes each objective and how it is achieved:


Compensation Program Objective		How Objective is Achieved
Create an ownership alignment with our long-term shareholders		• Long-term incentive awards are equity-based. • Share ownership requirements are in place for executive officers. • A substantial portion of executive officer payouts are equity-based and therefore the value is directly linked to share price appreciation.
Foster engagement of the executive officers to achieve the desired business results and shareholder value		• Incentive plan awards are based upon performance against long-standing and consistent pre-established financial measures as well as business segment performance. • Earnings per share and return on capital measures and cumulative earnings per share and cumulative revenue measures are equally weighted in determining Annual Cash Incentive Plan and Long-Term Incentive Plan payouts, respectively.
Attract and retain talented executives to succeed in today’s competitive marketplace		• Total direct compensation opportunities are targeted at or near the median of the peer group that we compete with for talent.

Processes and Procedures for Determining Executive Compensation

The Role of Shareholder Say-on-Pay Vote

At our 2012 Annual Meeting of Shareholders, approximately 94% of the shareholders who voted on the “say-on-pay” proposal approved the compensation we pay to our named executive officers. The Compensation Committee, which is composed exclusively of independent directors, believes that the shareholder vote confirms the philosophy and objective of linking our executive compensation to our operating objectives and the enhancement of shareholder value. We view this level of shareholder support as an affirmation of our current pay practices and, as a result, no significant changes were made to our executive compensation pay practices for 2013. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

Role of the Compensation Committee

The Compensation Committee has primary responsibility for designing our executive compensation program and for making compensation decisions under the program. In fulfilling its duties and responsibilities for 2012, the Committee sought input, advice and recommendations from an executive compensation consultant as well as recommendations from our Chief Executive Officer on the compensation and performance of our executive officers.

Our executive compensation consultant provided us with peer proxy and survey benchmark data with respect to all elements of an executive officer’s total direct compensation: base salary, annual cash incentive compensation, long-term incentive and equity-based compensation. Included in the consultant’s review are longer-term analysis of our performance, including return on capital, earnings and revenue growth and total shareholder return, as well as how compensation paid to our executive officers compares to that of our peer group.

We are not bound by the input, advice or recommendations we received from the executive compensation consultant or from our Chief Executive Officer. Instead, we at all times exercised independent judgment in making executive compensation decisions for 2012.

We met in executive session to determine all elements of Mr. Hilton’s total compensation — base salary, annual cash incentive compensation, long-term incentive compensation and equity-based compensation. We reviewed the summary of compensation of chief executive officers of the peer group companies and considered our executive compensation consultant’s recommendations in arriving at a base salary and equity-based grants for Mr. Hilton for 2012 and determined annual cash incentive and long-term incentive payouts based on 2012 performance. Mr. Hilton did not offer any recommendations for his compensation.

Role of the Executive Compensation Consultant and Executive Management

Committee Resource: Committee Consultant

Role: Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, assess the consultant’s independence from the Committee and the Company, as well as to approve the consultant’s fees and other terms of the engagement. The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

The Compensation Committee retained Exequity, Inc. (“Exequity”) as the executive compensation consultant reporting directly to the Committee. Exequity provides research, data analyses, survey information and design expertise in developing compensation programs for our executive officers. In addition, Exequity keeps the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Exequity does not determine or recommend the exact amount or form of executive compensation for any of the named executive officers. A representative of Exequity attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee. The lead consultant from Exequity reported directly and exclusively to the Compensation Committee Chairperson and provided objective support based on expertise regarding current and emerging best practices with regard to executive compensation. Specifically, we asked Exequity to:

•

Provide information related to relevant trends in executive compensation practices;

•

Provide advice regarding the Company’s appropriate peer group;

•

Prepare a comprehensive report detailing Nordson’s performance relative to its peer group with respect to total shareholder return and the measures we employ to measure performance — earnings per share growth, revenue growth and return on capital;

•

Compare actual base, annual incentive and long-term incentive payments and equity awards for the executive officers to those in the peer group with comparable responsibilities, or with appropriate survey data where peer group proxy data was not available; and

•

Review this Compensation Discussion and Analysis.

During its November 28, 2012 meeting, the Compensation Committee considered the independence of Exequity in light of new SEC rules and proposed NASDAQ listing standards. The Compensation Committee requested and received a letter from Exequity addressing Exequity’s and the senior advisor involved in the engagement’s independence, including the following factors: (1) other services provided to us by Exequity; (2) fees paid by us as a percentage of Exequity’s total revenue; (3) policies or procedures maintained by Exequity that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisor and a member of the Compensation Committee; (5) any company stock owned by the senior advisor;

and (6) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Exequity and Exequity’s senior advisor involved in the engagement did not raise any conflict of interest.

Exequity also provided survey data and advice to our Governance & Nominating Committee regarding director compensation.

Committee Resource: Executive Management

Role: Nordson’s Chief Executive Officer and Vice President, Human Resources provide additional information and analysis as requested by the Committee. More specifically, these executives had the following support roles to the Committee:


	CEO	VP, Human Resources
•Developed written background and supporting materials for review prior to our meetings and attended our Committee meetings but was not present during executive sessions	Ö	Ö

•Attended the annual review presented by our compensation consultant of our executive officer compensation compared to that paid by our peer group companies	Ö	Ö

•Made recommendations about designs for and, if warranted, changes to our annual and long-term incentive programs	Ö	Ö

•Provided a self-assessment of his performance for the fiscal year	Ö

•Provided an assessment of each executive officer’s performance	Ö

•Recommended annual base salary adjustments, payout levels under the annual cash incentive and long-term incentive plans and equity grants for executive officers other than himself	Ö

Benchmarking

We use general compensation surveys, proxy data and a peer group of companies from time to time as an input when making compensation decisions. Specifically, these surveys and sources of compensation data are used:

•

as an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges;

•

to evaluate share utilization by reviewing overhang levels and annual run rate;

•

to benchmark the form and mix of equity awarded to employees;

•

to benchmark share ownership guidelines;

•

to assess the competitiveness of total direct compensation awarded to senior executives;

•

to validate whether our executive compensation program is aligned with Company performance; and

•

as an input in designing compensation plans, benefits and perquisites.

Our compensation peer group for 2012 consisted of 21 publicly-traded companies listed below having revenues ranging from $555 million to $2,471 million, based on the most recent fiscal year end public reports available as of the date we reviewed data to set compensation for our executive officers for 2012. The median peer group revenues were $1,275 million. We are positioned below the median of the peer group in terms of revenue size and above the median in terms of market capitalization.


Company	Revenues ($MMs)		Market Cap ($MMs)
Actuant Corporation	$	1,161	$	1,821
Albany International Corp.	$	914	$	661
AMETEK Inc.	$	2,471	$	6,282
Barnes Group Inc.	$	1,133	$	1,131
Chart Industries Inc.	$	555	$	970
CLARCOR Inc.	$	1,011	$	2,161
Donaldson Company, Inc.	$	1,884	$	4,457
Entegris, Inc.	$	688	$	985
Esterline Technologies Corp.	$	1,527	$	2,081
FLIR Systems, Inc.	$	1,385	$	4,718
Gardner Denver, Inc.	$	1,895	$	3,612
Graco Inc.	$	744	$	2,362
Graftech International Ltd.	$	1,007	$	2,402
IDEX Corporation	$	1,513	$	3,203
Lincoln Electric Holdings, Inc.	$	2,070	$	2,758
Novellus Systems Inc.	$	1,349	$	2,915
Robbins & Myers, Inc.	$	585	$	1,179
Roper Industries, Inc.	$	2,386	$	7,236
Veeco Instruments Inc.	$	933	$	1,714
Watts Water Technologies Inc.	$	1,275	$	1,101
Woodward, Inc.	$	1,457	$	2,586

MEDIAN	$	1,275	$	2,362
Nordson Corporation	$	1,042	$	3,122

The Compensation Committee believes the listed peer companies serve as the appropriate peer group because they have global scope and business complexity, a focus on precision industrial manufacturing, and profiles or business models similar to Nordson’s based on industries or diverse markets served, innovation and technology, and global growth strategies. The Compensation Committee regularly reviews the peer group and makes any modifications necessary to ensure the group most closely resembles our competitive market for executive talent. In determining any changes, the Compensation Committee considers numerous financial measures and Nordson’s position relative to the proposed peer companies.

Allocation of Executive Compensation

Our executive compensation program does not prescribe a specific formula for the mix of base salary and annual and long-term incentive components so that we have flexibility in developing an appropriate compensation mix. Generally, we would like base salaries to be near or at the median for our peer group companies as a base line for base salary compensation for our named executive officers, taking into account the experience level of the individuals in their current positions. The majority of the other compensation components are dependent upon how well we perform and the performance of Nordson common shares. Within the total direct compensation opportunity for any executive officer, individual components of compensation may be greater or lesser than the median because the Committee is primarily concerned with the competitiveness of the entire compensation package versus any one element of compensation.

Actual compensation realized can vary significantly from the target opportunity for any component of compensation or for total direct compensation based on financial and business segment operating performance and company share price fluctuation. Consistent with market practice, Mr. Hilton’s compensation is substantially more than that of other executive officers based on his level of responsibility. As part of the process for determining total direct compensation, we also review total target direct compensation tally sheets which detail the value and accumulated potential payout of each element of an executive officer’s total target direct compensation. The tally sheets allow us to assess the retention value of an executive officer’s total direct compensation and review the internal equity of our executive officer compensation program.

The table below reflects the approximate allocation mix among the three elements of total direct compensation — base salary, annual cash incentive opportunity, and long term incentive opportunity — for our named executive officers at the time we set compensation for 2012:

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For the long-term incentive element of 2012 compensation, the approximate allocation among the various elements of long-term (equity) compensation — stock options, restricted shares and performance share units is illustrated below:

LOGO

Summary Table — Components of Our Executive Compensation Program

The chart below summarizes the elements and objectives of our Fiscal Year 2012 compensation program for executive officers, including our named executive officers.

For those awards based on the Company’s performance, our specific decisions around setting performance goals and other actions impacting executive compensation focus on certain areas that are tied directly to our business plan and that we believe are the most critical value drivers of the business,

such as revenue, earnings and return on capital. Actual performance goals vary from year to year based on the business environment and the Compensation Committee’s determination of goals that it believes are important for a particular year.


Pay Component	Linkage to Compensation Objectives	Form of Compensation
*Base Salary*	Provides market-competitive salaries to attract and retain exceptional executive talent	Fixed cash element of total direct compensation. Actual incumbent base salary may be above or below the market median to recognize management responsibilities, individual abilities and performance, level of experience and tenure with our company

*Annual Cash Incentive*	Provides incentive to achieve and exceed critical business objectives with actual awards based on attainment of pre-established corporate and operational objectives	Cash payments tied to growth in earnings per share and return on invested capital

*Long-term Incentive*	Provides strong incentive to meet or exceed pre-established long-term financial goals that align with long- term shareholder interests; value tied to Nordson common share price; attract, retain and motivate executive talent	-Stock options (~40% of long-term award value); -Performance share units (~40% of long-term award value) paid in shares; and -Restricted stock (~20% of long- term award value)
*Welfare and Retirement* Benefits
Health, life and disability insurance, pension and 401(k) plans	Provide competitive employer benefits structure; attract and retain executive talent	Broad-based employee welfare and retirement benefits. Benefits for executives are generally the same as those available to all employees, including a 401(k) plan with matching Company contributions capped based on applicable Internal Revenue Code limits

Excess Pension Plan	Restore benefits that are limited by the Internal Revenue Code	Cash or equivalent share units which convert to common shares on a one-for-one basis at distribution

Deferred Compensation Plan	Reinforce our compensation philosophy of encouraging and facilitating share ownership and aligning the long-term interests of executives with shareholders; provide tax-deferred vehicle for retirement income accumulation	Cash or equivalent share units which convert to common shares on a one-for-one basis at distribution


Pay Component	Linkage to Compensation Objectives	Form of Compensation
*Executive Benefits/Perquisites*	Attract and retain executive talent through competitive benefits and perquisites	Annual physical exam, tax/financial planning or preparation services, professional business and airline club expenses and relocation reimbursement

*Change-in-Control Benefits*	Align executive and shareholder interests by enabling our executive officers to consider corporate transactions that are in the best interests of our shareholders and other constituents without undue concern over whether the transactions may jeopardize the executive officer’s own employment	-“Single trigger” accelerated equity vesting -“Double trigger” cash severance payments and other benefits if a termination of employment occurs by the Company without cause or by the executive for good reason in connection with or within two years following a change-in-control -Gross up payments are made if any excise tax is levied on severance paid in the event of a change-in-control

Components of Executive Compensation — Base Salary, Annual and Long-Term Incentives, Perquisites, Welfare and Retirement Benefits, Severance and Change-in-Control Benefits — and 2012 Compensation Actions / Analysis

Base Salary

The Committee determines annually the base salaries of our executive officers, including whether to grant annual merit increases, based on the following factors:

•

Level of experience and responsibility;

•

Company, business segment and individual performance during the prior year;

•

Market and survey data;

•

Internal pay equity;

•

The Committee’s assessment of other elements of compensation provided to the executive officer; and

•

The Chief Executive Officer’s recommendation, for all executive officers other than himself.

2012 Actions and Analysis

Considering Exequity’s recommendation and that of our Chief Executive Officer, we set individual base salaries of our named executive officers for 2012 at a level consistent with the objective of paying total direct compensation at or near the median of our peer group. Actual base salary levels were determined by considering the factors listed above resulting in base salaries that, in some cases, are more or less than the median of the peer group.

The following table reflects the annualized base salaries of our named executive officers for 2012:


Name	Base Salary 2012 ($)		Base Salary 2011 ($)		Increase From 2011 Base Salary (%)
Michael F. Hilton		725,000		700,000		3.6
Gregory A. Thaxton		345,000		330,000		4.5
John J. Keane		345,000		330,000		4.5
Peter G. Lambert		300,000		285,000		5.3
Gregory P. Merk		260,000		245,000		6.1

Annual Incentive Compensation

Our Annual Cash Incentive Plan is intended to comply with the performance-based compensation requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended. Payouts are determined based upon the level of achievement against pre-established corporate financial measures — diluted earnings per share growth and return on capital — and, for our executive officers that run our business segments, achievement against pre-established business segment operating performance measures. Corporate financial measures are weighted 100% for our Chief Executive Officer and Chief Financial Officer. For the executive officers that run our business segments, corporate financial measures and segment performance results are weighted equally.

Corporate Financial Measures

We consider diluted earnings per share growth and return on capital to be measures critical to our success. We believe these measures offer the proper balance between growth and profitability and align the interests of our executive officers with those of our long-term shareholders because we believe achieving greater return on capital and earnings per share growth over time will drive improved shareholder return and foster maximum value for our assets. More specifically:

•

Diluted earnings per share growth measures the rate at which management has succeeded in increasing the profits per unit of ownership by shareholders. Earnings per share growth is easily compared among peers and the measure is commonly used by the investment community to evaluate performance. The formula we utilize for diluted earnings per share is net income divided by weighted average common diluted shares outstanding.

•

Return on capital measures the amount of profitability per unit of capital invested by management to generate earnings. We have adopted a definition of return on capital that is consistent with financial disclosure in our Form 10-K Report: Net income (loss), plus after-tax interest expense on debt as a percentage of average quarterly debt (net of cash) plus average quarterly shareholders’ equity over five accounting periods.

Business Segment Operating Performance

For executive officers that lead our business segments, operational measures are established at the beginning of the fiscal year through a collaborative effort with our Chief Executive Officer. The measures vary by individual officers and include business segment financial performance, operating profit and margin growth, capital expenditure control, and asset management.

We evaluate the appropriateness of the structural nature of corporate financial measures over an entire ten-year business cycle and for 2012, concluded that the corporate financial measures continue to be relevant benchmarks for assessing performance for purposes of incentive payouts. We verify that performance thresholds and any other material terms of the Annual Cash Incentive Plan were met or exceeded based on fiscal year end results prior to any payouts being made.

We may use our discretion to adjust slightly the payout for each executive officer by considering a qualitative assessment of the executive officers received from our Chief Executive Officer. Among the qualitative measures assessed are portfolio expansion, emerging market growth, market share increase and penetration, support for mergers and acquisition opportunities and continuous improvement, support for new products and technology advancements, improving core processes, succession planning and talent development and community involvement.

Under the Annual Cash Incentive Plan, each executive officer is eligible to receive for any fiscal year a maximum annual incentive payout equal to 1.5% of our operating cash flow for that fiscal year, but in no event shall such incentive award exceed $2,000,000. “Operating cash flow” is defined in the Plan as: “operating income plus depreciation, amortization and other non-cash charges such as write-downs to the acquired or carrying value of assets and charges for the impairment of goodwill and other

intangible assets during such period, as reported in our financial statements, adjusted to eliminate the effects of expenses for restructuring or productivity initiatives and any expenses or write-offs in connection with acquisitions or divestitures.” The Compensation Committee retains the discretion to decrease payouts below this maximum amount but may not increase payouts above this maximum amount.

2012 Actions and Analysis

In setting Annual Cash Incentive Plan payout opportunities for 2012, we considered Exequity’s analysis of the survey and peer groups annual incentive payout levels and set a target payout opportunity for our executive officers as well as the threshold and maximum payout opportunity as a percentage of annualized base salaries. The following table reflects the payout opportunities as a percentage of base salary:


	Hilton			Thaxton			Keane			Lambert			Merk
Threshold		50	%		32.5	%		35	%		30	%		27.5	%
Target		100	%		65	%		70	%		60	%		55	%
Maximum		200	%		130	%		140	%		120	%		110	%

We established the following corporate financial measures at threshold, target and maximum as indicated in the table below during our November 2011 meeting:


Measure	Threshold		Target		Maximum		Actual
Return on Capital		8.0%		11.5%		16.0%		22.8%
Diluted Earnings Per Share Growth		0%		10%		20%		6.2%
— Equivalent Amount per Share		$3.25		$3.58		$3.90		$3.45

We confirmed performance of the corporate financial measures – earnings per share and return on capital — at 140.15% of target. Business segment operating results varied. The calculated payout opportunity based upon the corporate financial and business segment operating results, ranged from 113%-159%. The Committee approved minor adjustments to arrive at final payouts under the Plan for each named executive officer other than Mr. Hilton.

Mr. Hilton’s Compensation

In determining Mr. Hilton’s Annual Cash Incentive Plan payout, we first considered the Company’s 2012 record financial performance under his leadership compared to 2011. In addition to corporate financial measures of performance, the Board of Directors evaluated Mr. Hilton’s day-to-day performance as our Chief Executive Officer and concluded that Mr. Hilton provided exceptional and consistent leadership of his executive team.

This performance contributed to our decision to pay a cash incentive payment to Mr. Hilton at 140.15% of target.

Summary of Payouts

The following table summarizes the annual cash incentive plan payout (in dollars and as a percentage of target) to the named executive officers (all percentages reflect percent of target):


Named Executive Officer	Corporate Financial Measure			Business Segment Measure			Combined Performance Factor			Annual Cash Incentive Plan Payout ($)		Payout
Michael F. Hilton		140.15	%		n/a			140.15	%		1,016,088		140.15	%
Gregory A. Thaxton		140.15	%		n/a			140.15	%		325,499		145	%
John J. Keane		140.15	%		179.4	%		159.78	%		362,612		150	%
Peter G. Lambert		140.15	%		86.3	%		113.23	%		225,270		125	%
Gregory P. Merk		140.15	%		126.2	%		133.18	%		193,265		135	%

For 2012, the Company’s operating cash flow as defined in the Plan was $398,033,000 resulting in a maximum payout opportunity to each named executive officer under the Annual Cash Incentive Plan of $5,970,000 prior to application of the payout cap — $2,000,000. All payouts were below the maximum payout amount permitted under the Annual Cash Incentive Plan.

Long-Term Incentive Compensation

The long-term incentive element of the Company’s executive compensation program is used to attract, retain and motivate key employees who directly impact the performance of the Company over a timeframe greater than a year. Long-term compensation is stock-based so that Nordson’s common share price directly affects the amount of compensation the executive realizes. Under our Long-Term Performance Plan we can grant a variety of share-based awards, including performance share units, stock options, and restricted shares. Our Chief Executive Officer makes annual recommendations to the Compensation Committee of the type and amount of equity awards for the executive officers. Because all components of the long-term incentive opportunity are delivered in Nordson common shares, they all become more or less valuable with changes in the price of our common shares. The Committee has selected three award types for the executive officer’s long-term incentives: stock options and restricted stock to retain talent and directly align executives’ interests with those of our long-term shareholders and performance share units which are earned upon the attainment of performance goals over a three-year period to provide focus on our longer-term goals — cumulative revenue growth and cumulative earnings per share growth.

We establish an intended long-term incentive value for each executive officer with reference to the total direct compensation opportunity for the executive officers. The actual value realized may differ significantly (up or down) from the intended value due to our share price performance over the life of the awards, and the extent to which performance targets are met.

We set the total long-term incentive opportunity and then allocate approximately 40% of the total target value of each executive officer’s long-term incentive compensation to stock options; approximately 40% to the performance share opportunity and approximately 20% to restricted stock. This allocation balances the opportunity between performance shares, which are earned based on long-term financial, operational and strategic measures and stock options and restricted stock, the value of which is based on long-term performance of our common shares.

Stock Options

We fix the exercise price of an option at the fair market value on the grant date. Thus, an option becomes more valuable as the price of our common shares increases. Alternatively, an executive officer will not receive any value from a stock option if the price of our common shares decreases below the exercise price of the option. Stock options are also a valuable retention tool because our option grants vest over a four-year period and, with a few limited exceptions, unvested options are forfeited if an executive officer’s employment terminates.

Performance Share Units

Performance share units awarded under the Long-Term Incentive Plan, which is an element of our Long-Term Performance Plan, entitle the recipient to receive one share of Nordson common stock for each performance share unit upon the satisfaction of performance objectives and other conditions to earning the award. The awards are earned by achieving corporate financial goals over a three-year period. Once earned, the units are settled with unrestricted stock. Determination of the award (if any) is not made until expiration of the three-year performance period and the performance results verified by the Compensation Committee.

Under our Long-Term Incentive Plan, with respect to performance shares, each executive officer is eligible to receive for any fiscal year a maximum aggregate payout value in common shares equal to 1.0% of our operating cash flow during a performance period, but in no event shall such payout have a

value greater than $4,000,000. The definition of “operating cash flow” for purposes of determining the payout maximum under the Long-Term Incentive Plan is the same as the definition used for determining the permitted maximum payout under the Annual Cash Incentive Plan. The Compensation Committee retains the discretion to decrease payouts below this amount but may not increase payouts above this maximum amount.

Restricted Shares

Our restricted share program is designed to align executive officers’ interest with that of our long-term shareholders. The Committee also views this program as an important management succession planning, retention and recognition tool. Restricted stock provides participants with dividends and voting rights beginning on the award date. Shares generally will vest over a three-year period.

2012 Actions and Analysis

Stock Options

We granted stock options for 2012 to our executive officers at our meeting on November 28, 2011, at the same time we granted options to other key employees under our Key Employee Stock Option Program. We have historically granted stock options during this meeting, which is scheduled annually at this time of year to permit us to verify prior fiscal year performance results, determine incentive plan payouts and set compensation and performance goals for the next fiscal year.

The options granted to our named executive officers in 2012 expire in ten years; have an exercise price equal to the closing price of our common shares on the grant date (November 28, 2011) and vest in 25% increments in each of the four years following the grant date.

The following table provides the number of stock options granted to our named executive officers for 2012:


Named Executive Officer	Options (# Shares)		Grant Date Fair Value ($) (1)
Michael F. Hilton		55,000		950,543
Gregory A. Thaxton		13,000		224,674
John J. Keane		16,000		276,522
Peter G. Lambert		10,500		181,467
Gregory P. Merk		10,000		172,826

(1)	The grant date fair value was determined using the Black-Scholes option pricing model. The actual value of stock option awards will be determined by the value of our common shares on the date of exercise.

Performance Share Units

Cumulative diluted earnings per share growth and cumulative revenue growth are employed as performance measures because they offer a balance between growth, as measured by revenue, and profitable growth. As a result, we weighted each performance measure evenly in terms of determining payout opportunity. More specifically,

•

Cumulative diluted earnings per share growth measures the rate at which management has succeeded in growing profits on a sustained basis over a three-year period. It is the constant percentage by which diluted earnings per share would need to grow over a base period amount during a three-year period such that the sum of diluted earnings per share calculated at such a constant growth rate for such three years is equal to the sum of the actual diluted earnings per share earned over the same three-year period. It is a superior measure of sustained earnings growth because it is influenced by the earnings performance during each year of the performance period rather than simply a compound growth rate that compares the final year’s earnings to the base period amount.

•

Cumulative revenue growth is a similar measure to cumulative diluted earnings per share growth except that it measures the rate at which management has succeeded in growing revenue on a

sustained basis over a three-year period. While the growth in profits and profitability are of primary importance, management is also expected to grow the size and scale of the Company and cumulative revenue growth is an effective measure of their success in doing so.

We believe these two measures together align the interests of our executive officers with those of our long-term shareholders because achieving sustained earnings per share growth and revenue growth over time will drive improved shareholder return and foster maximum value for our assets.

2010-2012 Performance Period

For the 2010-2012 performance period, the Company’s operating cash flow over the performance period was $1,057,011,000, yielding a maximum award opportunity of $10,570,000 for each participant, subject to the $4,000,000 maximum payout amount permitted under the Long-Term Incentive Plan.

Cumulative diluted earnings per share for the three-year period were $9.02, which is equivalent to a constant annual growth rate of 55.88% over the three-year performance period. Cumulative revenue for the three-year period was $3,684,400. Consistent with our authority to exclude certain one-time charges or benefits in determining performance results and payouts, in determining payouts for the 2010-2012 Long-Term Incentive Plan we excluded the tax benefit in the amount of $.16 per share associated with the write-off of our tax basis in the UV graphics arts product lines which were sold in 2010 and $0.02 per share associated with impairment charges recognized for the impact of consolidating three facilities in our Adhesive Dispensing Systems segment.

We confirmed performance for the cumulative diluted earnings per share growth measure was at the maximum level; and performance for the cumulative revenue growth measure was also at the maximum level, yielding a payout at 200% of the target opportunity for the 2010-2012 performance period.

The following table sets forth information for the 2010-2012 long-term incentive opportunity for each of our named executive officers including: potential payout (in number of share units) at threshold, target and maximum performance levels; and actual payouts (rounded to the nearest whole share) and dollar value of the payout:


	Potential Payout (# Units)						Actual Payout (# Shares)		Actual Payout Value ($)
Named Executive Officer	Threshold		Target		Maximum		Actual Payout (# Shares)		Actual Payout Value ($)
Michael F. Hilton		12,217		24,434		48,868		48,868		3,201,831
Gregory A. Thaxton		3,000		6,000		12,000		12,000		786,240
John J. Keane		4,000		8,000		16,000		16,000		1,048,320
Peter G. Lambert		2,350		4,700		9,400		9,400		615,888
Gregory P. Merk		2,100		4,200		8,400		8,400		550,368

The actual dollar value of the payout was determined by the fair market value of our Common Shares on the January 4, 2013 settlement date — $65.52 per share. All payouts are below the maximum payout cap amount permitted under the Long-Term Incentive Plan.

2012-2014 Performance Period Grants. Payout opportunities of performance share units for the newly commenced 2012-2014 performance period are conditioned upon the Company’s achieving at least threshold performance for cumulative diluted earnings per share and cumulative revenue over the three-year performance period. The performance share unit opportunity granted for each of the named executive officers at the threshold, target and maximum performance levels are as follows:


	Potential Payout (# Units)
Name	Threshold		Target		Maximum
Michael F. Hilton		10,000		20,000		40,000
Gregory A. Thaxton		2,250		4,500		9,000
John J. Keane		3,000		6,000		12,000
Peter G. Lambert		1,950		3,900		7,800
Gregory P. Merk		1,750		3,500		7,000

Restricted Shares

We granted restricted shares to executive officers on November 28, 2011 with one-third of the grant vesting annually each year for three years. The share price on the grant date was the closing price on November 28, 2011 — $43.73. The following table provides information regarding the restricted share grant:


Named Executive Officer	Restricted Shares Granted (#)		Grant Date Value ($)
Michael F. Hilton		10,000		437,300
Gregory A. Thaxton		2,300		100,579
John J. Keane		3,000		131,190
Peter G. Lambert		2,000		87,460
Gregory P. Merk		1,800		78,714

Executive Perquisites

We provide limited and modest perquisites to each of our executive officers to promote the business objectives facilitated by each perquisite described below. We also use these perquisites to help ensure that our executive compensation program remains competitive to allow us to attract and retain top executive talent.

Business Clubs. We reimburse Mr. Hilton for two private business club memberships to encourage entertainment of business colleagues and customers, engaging in social interaction with peers from other companies, local leadership in the community and holding business meetings at a convenient offsite location. In addition, we provide all executive officers with memberships to airline travel clubs that allow them to be more productive when traveling on commercial airlines. We do not reimburse any executive officer for fees or dues associated with personal country club memberships.

Financial, Estate, and Tax Planning and Preparation. We pay for financial, estate and tax planning and preparation fees and expenses. The maximum amount is $5,000 per calendar year. We provide this perquisite to assist our executive officers in obtaining high-quality financial counseling enabling them to concentrate on business matters rather than on personal financial planning.

Executive Physicals. We pay for annual physicals for U.S.-based executive officers. We provide this perquisite to allow us to promptly identify and address medical issues and to preserve our investment in our executive officers by encouraging them to maintain healthy lifestyles and be proactive in addressing actual or potential health issues.

Relocation Expense Reimbursement. We maintain a general relocation policy under which the Company provides reimbursement for certain relocation expenses to new employees and to any employee whose job function requires his or her relocation. We believe it is important to maintain market competitive relocation benefits to ensure that we can fill positions that are critical to Nordson’s business needs. Executive officers are eligible to participate in the general program but at higher benefit levels consistent with external market practice. The relocation expenses may include moving expenses, temporary housing expenses, transportation expenses, home sale and purchase assistance and tax gross-ups on these payments. In lieu of direct reimbursement of expenses, Nordson may reimburse relocation expenses through cash sign-on bonuses or through the issuance of long-term incentive awards.

In 2012, Mr. Keane relocated from Georgia to Ohio. In 2011, Mr. Lambert relocated from Rhode Island to Georgia. Relocation expenses paid in 2012 to or on Mr. Keane’s and Mr. Lambert’s behalf as well as attributed costs of these perquisites for our named executive officers during 2012 are included in the “All Other Compensation” column of the Summary Compensation Table for 2012.

Welfare and Retirement Benefits

Medical, Disability and Life Insurance Benefits

Our U.S.-based executive officers have the opportunity to participate in company-sponsored health care, disability and life insurance plans for U.S.-based employees. Mr. Merk’s welfare benefits are mandated and statutory in nature and are provided for by his employer – Nordson do Brasil, Limitada, a wholly owned subsidiary of Nordson Corporation.

Retirement Benefits

401(k) Plan. Our executive officers are eligible to participate in a company-sponsored 401(k) tax-qualified retirement savings plan for all U.S.-based employees. We match employee contributions $0.50 on the dollar for the first 6% of contributed compensation. Employee contributions to the 401(k) plan vest immediately, while matching contributions vest in increments based on years of service, with participants being fully vested after three years of service. Mr. Merk does not participate in this U.S.-based plan. In Mr. Merk’s case, a matching contribution was made to a tax qualified plan maintained by Nordson do Brasil, Limitada.

The amounts of our matching contributions for our named executive officers are included in the “All Other Compensation” column of the Summary Compensation Table in this Proxy Statement.

Deferred Compensation Plan.

We maintain a non-qualified, unfunded and unsecured deferred compensation plan for U.S.-based executive officers to provide savings in a tax-efficient manner for the benefit of eligible management employees who participate in our performance-based compensation programs and employees whose benefits under the 401(k) Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code. We believe this type of plan helps us compete effectively for executive talent because many other companies offer this type of benefit.

Participants are able to defer up to 100% of their base salary and annual incentive plan payout, and up to 90% of their Long-Term Incentive Plan payout. In addition, participants are credited with nonqualified defined contribution retirement plan employer allocations equal to a maximum of 6% of their compensation in excess of the amount that may be considered under the 401(k) Plan. Participants are immediately vested in the matching allocation. Our compensation deferral plan is intended to comply with Section 409A of the Internal Revenue Code concerning deferred compensation arrangements.

A detailed description of our deferred compensation plan and information regarding contributions to those plans is provided in the “Non-Qualified Deferred Compensation” table and the accompanying narrative and footnotes in this Proxy Statement. Mr. Merk does not participate in this plan.

Defined Benefit Pension Plan. Our executive officers participate in a company-sponsored tax-qualified pension plan for U.S.-based salaried employees. The pension plan is designed to work together with social security benefits to provide employees with 30 years of service retirement income that is approximately 55% of eligible compensation, subject to the Internal Revenue Service maximum monthly benefit. A detailed description of our pension plans for U.S.-based employees is provided in the narrative and footnotes to the “Pension Benefits” table in this Proxy Statement. For employees of our international subsidiaries, we provide pension or retirement benefits in accordance with local statutory requirements or practice. As a consequence, Mr. Merk’s retirement benefits are provided for by his employer – Nordson do Brasil, Limitada.

Excess Defined Benefit Pension Plan. This benefit restoration plan is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible participants as a replacement for those retirement benefits limited by regulations under the Internal Revenue Code. Together, the defined benefit pension plan and excess defined benefit pension plan are intended to provide executive officers with retirement income at a level equivalent to that provided to all other employees under the defined benefit pension plan. Mr. Merk does not participate in this plan.

Mr. Hilton is not vested for a benefit under the company-sponsored defined benefit pension plan until he has five years of service. As a negotiated element of his employment agreement, we agreed to provide Mr. Hilton a supplemental non-qualified pension benefit in order to provide Mr. Hilton a retirement benefit until he becomes vested in the defined benefit pension plan. Under this supplemental benefit plan, Mr. Hilton is treated as if he were fully vested in the pension plan, solely in the event that Mr. Hilton experiences a termination of employment due to death, disability, or without cause, or resignation with good reason (whether or not in connection with a change-in-control), as those terms are defined in the agreement, prior to becoming one hundred percent (100%) vested in the defined benefit pension plan. Once Mr. Hilton has accrued sufficient service to be fully vested, we have no obligation to provide the benefit under this supplemental plan.

Severance Agreements

Mr. Hilton is the only executive for which the company has any obligation to pay severance other than following a change-in-control. As part of the negotiated employment agreement with Mr. Hilton to become our President and Chief Executive Officer, and consistent with an agreement we had with his predecessor, we agreed to provide Mr. Hilton with a cash severance benefit in the event his employment is terminated by us without “Cause” or Mr. Hilton terminates his employment with us for “Good Reason.”

“Cause” for this purpose is defined as (i) commission of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary; (ii) willful failure to perform duties of employment, if such failure has not been cured in all material respects within twenty (20) days after we give notice thereof; (iii) breach of any material term, provision or condition of employment, which breach has not been cured in all material respects within twenty (20) days after we give notice thereof; or (iv) material failure to comply with our Code of Ethics and Business Conduct.

“Good Reason” is defined as the occurrence of any of the following: (i) a material diminution in Mr. Hilton’s title, duties or responsibilities, without his prior written consent, (ii) a material diminution of Mr. Hilton’s annual base salary, without his prior written consent, (iii) a material failure by the Company to make available to Mr. Hilton executive compensation plans, employee pension plans, and employee welfare plans and other benefits and perquisites that provide opportunities to receive overall compensation and benefits and perquisites at least equal to the opportunities for overall compensation and benefits and perquisites that were available to Mr. Hilton immediately prior to the action by us constituting such failure, (iv) a relocation greater than 50 miles from Westlake, Ohio without Mr. Hilton’s prior written consent, or (v) any material breach of the employment agreement by us.

Upon a termination by us without Cause or by Mr. Hilton for Good Reason, in addition to payment of any accrued and unpaid compensation and benefits, Mr. Hilton is entitled to post-termination payments and benefits as follows:

(a) an amount equal to two (2) times the sum of his annual base salary and annual cash incentive payout (at target);

(b) a pro-rata payout of awards granted Mr. Hilton under the Long-Term Incentive Plan for any performance period(s) not completed on the date of termination, based upon actual performance in each such applicable performance period, as determined at the end of the applicable performance period;

(c) full vesting in his accrued benefit under the supplemental non-qualified pension benefit described above and full vesting of the restricted share grant made at the time he commenced employment with us or subsequent unvested common share grants; and

(d) continuation of health care and welfare benefits for a period of twenty-four (24) months following the date of termination.

We will not gross-up any tax imposed upon any payment received by Mr. Hilton under his employment agreement.

Change-in-Control Agreements

We believe that the occurrence, or potential occurrence, of a change-in-control transaction in which we are the target could create substantial uncertainty regarding the continued employment of our executive officers. Therefore we have entered into change-in-control retention agreements with our executive officers in order to (i) retain these key executives during periods of uncertainty; (ii) enable these executives to evaluate, negotiate and execute a change-in-control transaction more objectively; (iii) encourage these executives to remain focused on running the business rather than seeking other employment in the event of a possible change-in-control; and (iv) preserve shareholder value by providing continuity of management during a transition period.

These change-in-control benefits are reviewed from time-to-time by the Compensation Committee to ensure that they are consistent with our compensation objectives and market practices and the terms of our agreements, including the severance multiple, are consistent with the prevailing practices. The Compensation Committee believes the benefits provided under these agreements are appropriate and are consistent with our objective of attracting and retaining highly qualified executives.

Benefits payable under these change-in-control agreements are conditioned upon the occurrence of a “double trigger” event (meaning there must be both a change-in-control of the Company and, within the following 24 months, a termination of employment by either the Company without cause, or by the officer for good reason). We opted for a double-trigger, rather than a “single trigger” that provides for severance payments solely on the basis of a change-in-control, since a double trigger is consistent with the purpose of encouraging the continued employment of the executive following a change of control.

In the event that the conditions for payment of severance compensation are met, the officer will be entitled to receive:

•

A lump sum payment in an amount equal to the sum of annual base salary in effect at the time of termination of employment + target payout of annual cash incentive plan for the year in which termination of employment occurs x two;

•

The continuation of coverage for the officer and his eligible spouse and dependents under the Company’s group health plans for 24 months following termination of employment or until the date he becomes covered under similar benefit plans;

•

Unvested stock option grants to executive officers vest immediately and any restrictions on share grants in effect on the date of a change-in-control lapse immediately. Accelerated vesting provides our executive officers and employee option holders with the same opportunities as our other shareholders who are free to realize the value created at the time of the transaction by selling their shares;

•

Performance share unit payouts based on actual performance achieved as of the date of a change-in-control; and

•

Professional outplacement services.

In certain instances, payments made to an executive officer on account of termination following a change-in-control may be subject to federal excise tax. We provide the executive officer with a tax gross-up payment to offset the effect of the excise tax. We provide for these payments because they allow an executive to recognize the full intended economic benefit of his agreement and eliminate unintended disparities between executives that the excise tax can arbitrarily impose, owing to the particular structure of this tax provision.

For more details regarding the terms and conditions of these change-in-control agreements, see “Potential Benefits Upon or Following a Change-in-Control” later in this Proxy Statement.

PART III: COMPENSATION COMMITTEE ACTIONS RELATED TO 2013

EXECUTIVE COMPENSATION

We engaged Exequity, our independent executive compensation consultant, to assist us in establishing 2013 compensation for our executive officers. During our meeting on November 28, 2012, and after considering the recommendations of Exequity, we set 2013 base salaries and incentive compensation opportunities and performance measures. The base salary increases for the named executive officers range from 6.4% to 8.7%.

Performance measures for the quantitative corporate financial element of the Annual Cash Incentive Plan are:


Measure	Threshold	Target	Maximum
Return on Capital	8%	11.5%	16%
Diluted Earnings per Share Growth	0%	10%	20%
— Equivalent Amount per Share	$3.45	$3.80	$4.14

We also established the following threshold, target, and maximum cumulative diluted earnings per share growth and cumulative revenue growth performance goals for the 2013-2015 Long-Term Incentive Plan performance share unit awards:


Measure	Threshold	Target	Maximum
Cumulative Diluted Earnings per Share Growth	4%	8%	14%
— Equivalent Amount per Share	$11.20	$12.10	$13.53
Cumulative Revenue Growth	5%	7%	11%
— Equivalent Revenue Levels	$4,666,000	$4,848,900	$5,229,200

We granted stock options, performance share units for the 2013-2015 Long-Term Incentive Plan, and restricted shares to our executive officers consistent with our equity grant policy in the following amounts:


Named Executive Officer	Options (# Shares)		Performance Share Units at Target (#)		Restricted Shares (#)
Michael F. Hilton		43,000		16,000		8,000
Gregory A. Thaxton		11,000		4,100		2,000
John J. Keane		11,900		4,400		2,200
Peter G. Lambert		8,500		3,100		1,550
Gregory P. Merk		7,600		2,800		1,450

PART IV: POLICIES RELATED TO EXECUTIVE COMPENSATION

Equity Grant Policy

We make equity grants on a consistent schedule, generally at the first Compensation Committee meeting following the close of the fiscal year, to permit us to confirm prior fiscal year performance. We do not grant long-term incentive awards, stock options or restricted stock to our executive officers in anticipation of the release of significant earnings announcements or other material non-public information likely to result in changes to the price of our common shares. Similarly, we do not time the release of material non-public information based on equity grant dates. Awards are effective on the date that we grant the award. We have delegated limited authority to Mr. Hilton to approve equity awards, excluding grants made to executive officers. Equity grants approved by Mr. Hilton in any quarter will be effective the first day of the month following public disclosure of quarterly earnings for that quarter. In the event the effective date of the grant is a Saturday, Sunday or holiday, the effective date of grant will be the first subsequent day our common shares are traded. Such grants will be reported to the Compensation Committee at its next regularly scheduled meeting. In 2012, Mr. Hilton approved the grant of a total of 9,600 shares of restricted stock to non-executive officer employees.

The stock option grants are subject to (i) profit recapture (commonly known as a “clawback”) when an executive officer acts inconsistently with the non-compete provision of his or her employee agreement

following termination of employment, or (ii) forfeiture in the event an executive officer’s employment is terminated due to a criminal act, fraud or other such behavior inconsistent with our Code of Ethics and Business Conduct. The invoking of the clawback or forfeiture provision is solely at our discretion. To date, we have not had the need to exercise our discretion in seeking profit recapture or forfeiture from any former executive officer. We intend to revise our clawback policy covering our annual and long-term incentive award plans and arrangements, if necessary, once the Securities and Exchange Commission adopts the final implementing rules.

Share Ownership Guidelines

We require share ownership by our executive officers to emphasize our executive compensation program’s objective of aligning the individual financial interests of our executive officers with the investment interests of our long-term shareholders. We require our executive officers to own the following multiples of base salary in the equivalent number of common shares:


Chief Executive Officer		5 times base salary
President (if other than the CEO)		3 times base salary
Other Executive Officers		2 times base salary

The number of shares required to be held varies according to our common share price movement. Newly elected or promoted executive officers will have up to five years to meet the ownership requirements after their election or promotion.

Executive officers who have not satisfied the share ownership requirements by the end of the five-year period or who have not shown progress (as subjectively determined by the Committee) toward the required ownership level prior to the end of such five-year period will be expected to retain 100% of the shares acquired through exercise of options, lapse of transfer restrictions on restricted shares or long-term incentive performance share awards, net of shares tendered to cover the taxes due or the lapse of a restriction period until the share ownership requirement is achieved or there is progress towards the ownership requirement. We review the actual share ownership of each executive officer compared to the applicable share ownership guideline, including the number of vested stock options, share equivalent units in deferred compensation plans and share ownership in the Nordson Corporation Employee Stock Ownership and 401(k) Plans, each of which count as valid forms of share ownership under the ownership guidelines. As of October 31, 2012, all named executive officers who have been executive officers for five years meet the ownership guidelines. Mr. Hilton has two years as of the date of this Proxy Statement to achieve the share ownership equal to five times his base salary and is demonstrating progress in doing so.

Anti-Pledging/Anti-Hedging Policy

Nordson’s policy prohibits directors and executive officers from pledging Nordson Common Shares as collateral. Also prohibited is trading in derivative securities of Nordson’s common stock, engaging in short sales of Nordson securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Nordson securities.

Deductibility of Executive Compensation

We continuously review and evaluate the impact of changes in tax laws and accounting practices and interpretations and similar factors affecting our executive compensation program. For example, Financial Accounting Standards Board ASC Topic 718, which results in recognition of compensation expense for Stock Incentives, and Section 409A of the Internal Revenue Code, which impacts deferred compensation arrangements, are considered as we evaluate, structure and implement changes to the program.

Section 162(m) of the Internal Revenue Code sets a limit of $1,000,000 on the amount we can deduct for compensation paid to each of the Chief Executive Officer and the three other most highly

compensated executive officers other than the Chief Financial Officer. Compensation that qualifies as “performance-based” compensation under Section 162(m) does not count toward the $1,000,000 limit. Our general philosophy is to qualify future compensation for tax deductibility under Section 162(m) of the U.S. Internal Revenue Code, wherever appropriate, recognizing that, under certain circumstances, the limitations may be exceeded. Qualification is sought to the extent practicable and only to the extent that it is consistent with our overall compensation objectives.

Our current incentive compensation plans allow the annual cash incentive and long term incentive compensation to be excluded in determining deductibility under Section 162(m). Exclusion of those amounts under Section 162(m) means that they are fully deductible, regardless of amount, assuming they are otherwise considered reasonable compensation and are within the limits of the plans. Payments of base pay and restricted stock (as currently structured) would not be excludable and, thus, the payment of those amounts in excess of $1 million in one year would, generally, be non-deductible.

In addition, our current annual incentive and equity compensation plans, as amended, contain performance measures that were approved by our shareholders in 2008, which provides us with flexibility to grant performance-based awards under the plans that are fully deductible under Section 162(m).

In order to maintain qualification under Section 162(m), we must seek shareholder approval of the performance measures every five years. We are seeking approval of the performance measures under the 2012 Stock Incentive and Award Plan this year under Proposal 4. No changes have been made to those performance measures that were approved in 2008 by our shareholders.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with management the Compensation Discussion and Analysis that appears in this Proxy Statement. Based on such review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s definitive Proxy Statement on Schedule 14A and incorporated by reference into the Company’s Annual Report on Form 10-K for the Fiscal Year ended October 31, 2012, each as filed with the SEC.

Compensation Committee

Mary G. Puma, Chairperson

Lee C. Banks

Joseph P. Keithley

Victor L. Richey, Jr.

William L. Robinson

January 18, 2013

The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed with the SEC or subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information in this Report be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act. If this Report is incorporated by reference into the Company’s Annual Report on Form 10-K, such disclosure will be furnished in such Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

RISKS RELATED TO EXECUTIVE COMPENSATION POLICIES AND PRACTICES

The Compensation Committee believes that the design of the executive compensation program as outlined in the “Compensation Discussion and Analysis” above places emphasis on long-term incentives and competitive base salaries. While the annual cash incentive plan is tied to short-term performance, the Committee concluded that emphasis on long-term incentives appropriately balances risk and management’s motivations for our long-term success, including share price performance, with the interests of our long-term shareholders. Although our program is designed to pay-for-performance and provide incentive-based compensation, the incentive-driven elements of our compensation program contain various mitigating features to ensure management is not encouraged to take unnecessary risks in managing the business that could maximize short-term results at the expense of long-term value.

Discretion is provided to the Compensation Committee to set targets, monitor performance, and to exercise negative discretion in setting incentive plan payouts to our executive officers.

Based upon this analysis, we believe that our compensation policies and practices do not encourage our executive officers to take excessive or unnecessary risks and are not reasonably likely to have a material adverse effect on the Company.

The table below summarizes the risk mitigation factors applicable to the primary elements of the Company’s executive compensation plans.

Base Salary Risk Mitigation Factors

Fixed Amount. Base salary does not encourage risk-taking as it is a fixed amount.

Small Percentage of Total Compensation. Base salary is a relatively small percentage of total direct compensation for executives.

Annual Cash Incentive Risk Mitigation Factors

Multiple Performance Factors. The Annual Cash Incentive Plan uses multiple performance factors that encourage executives to focus on the overall strength of the business rather than a single financial measure.

Award Cap. Awards payable to any individual are capped.

Management Processes. Board and management processes are in place to oversee risk associated with the Annual Cash Incentive Plan, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Board of Directors and the Audit Committee.

Long-Term Equity Compensation Risk Mitigation Factors

Share Ownership Guidelines. Share ownership guidelines align the executive interests with those of our long-term shareholders.

Vesting Schedule Overlaps. The vesting schedules for long-term incentives overlap and, therefore, reduce an executive officer’s motivation to maximize performance in any one period.

Service-based Vesting. Service-based vesting conditions with respect to equity grants encourage alignment with long-term shareholder interests.

Anti-Hedging/Anti-Pledging Policy. The Company’s anti-hedging policy prohibits Directors and our executive officers from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of our Common Stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds. Our anti-pledging policy prohibits our Directors and executive officers from pledging our Common Stock as collateral.

Clawback Provision. Forfeiture and profit recapture (“clawback”) terms accompany stock option grants.

SUMMARY COMPENSATION FOR FISCAL YEAR 2012

All references in this section to years are references to fiscal year(s) unless otherwise noted. Our fiscal year ends October 31.

The following narratives, tables, footnotes and supplemental tables present the components of compensation for our named executive officers for the Fiscal Year ended October 31, 2012. The individual components of the compensation reflected in the Summary Compensation Table (SCT) for 2012 are:

•

Salary. Base salary earned by a named executive officer during 2012. Any amount of base salary deferred by a named executive officer is identified in footnote 1 to the table.

•

Bonus. We did not award any non-performance-based discretionary cash incentives to our named executive officers for 2012.

•

Stock Awards. The awards disclosed in the “Stock Awards” column consist of restricted share grants and performance share grants for the 2012-2014, 2011-2013 and 2010-2012 performance periods. The calculations are based upon the grant date fair value of restricted shares and performance share units as calculated under FASB ASC Topic 718 (formerly known as FAS 123R) for 2012, 2011 and 2010. Details about Long-Term Incentive Plan awards are included in the narrative accompanying the “Grants of Plan-Based Awards” table below. For performance share awards, grant date fair value disclosed in the SCT is based on the level at which the award is expected to pay out, rather than at the maximum possible payout. The maximum payout appears in a footnote to the table.

•

Option Awards. The awards disclosed in the “Option Awards” column consist of option grants for our common stock. The award amounts represent the grant date fair value of stock options as calculated under FASB ASC Topic 718 (formerly known as FAS 123R) for each named executive officer. Details about the option awards made during 2012 are included in the narrative accompanying the “Grants of Plan-Based Awards” table.

•

Non-Equity Incentive Plan Compensation. The amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent compensation earned under the Annual Cash Incentive Plan. Further information concerning the Annual Cash Incentive Plan may be reviewed in Part II of the Compensation Discussion and Analysis section of this Proxy Statement under the caption “Annual Incentive Compensation.”

•

Change in Pension Value. The amounts disclosed in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column represent solely any actuarial increase during the fiscal year in the pension value provided under our qualified defined benefit pension plan and non-qualified excess defined benefit pension plan. We do not pay above-market or preferential rates on the non-qualified deferred compensation of our named executive officers. A narrative discussion of our defined benefit pension plan and excess defined benefit pension plan and the estimated present value of the accumulated benefits accompanies the “Pension Benefits” table.

•

All Other Compensation. The amounts disclosed in the “All Other Compensation” column include the combined value of the named executive officer’s perquisites, our matching contributions to the qualified deferred compensation 401(k) plan and non-qualified deferred compensation plan and other noted payments.

Summary Compensation Table

In this section we provide certain tabular and narrative information regarding the compensation of our principal executive and financial officers and our three other most highly compensated executive officers for 2012.


Name and Principal Position	Fiscal Year		Salary (1) $		Bonus $		Stock Awards (2) $		Option Awards (3) $		Non-Equity Incentive Plan Compen- sation (4) $		Change in Pension Value & Non- Qualified Deferred Compensation Earnings (5) $		All Other Compen- sation (6) $		Total $
Michael F. Hilton		2012		725,000		—		1,279,700		950,543		1,016,088		537,215		73,649		4,582,195
President and Chief Executive Officer		2011		700,000		—		1,146,150		859,250		1,400,000		359,825		50,044		4,515,269
President and Chief Executive Officer		2010		534,375		—		931,307		873,877		961,876		82,031		756,374		4,139,840
Gregory A. Thaxton		2012		345,000		—		290,119		224,674		325,499		653,505		32,513		1,871,310
Senior Vice President and Chief Financial Officer		2011		330,000		—		254,700		195,909		396,000		483,963		24,467		1,685,039
Senior Vice President and Chief Financial Officer		2010		308,000		—		281,926		168,150		338,800		171,015		12,961		1,280,852
John J. Keane		2012		345,000		—		383,910		276,522		362,612		538,204		309,631		2,215,879
Senior Vice President		2011		330,000		—		356,580		274,960		473,550		509,572		28,608		1,973,270
		2010		318,000		—		403,270		264,556		445,200		239,158		19,078		1,689,262
Peter G. Lambert		2012		300,000		—		251,728		181,467		225,270		409,057		19,783		1,387,305
Senior Vice President		2011		285,000		—		237,633		182,161		324,900		412,481		150,298		1,592,473
		2010		268,000		—		236,607		147,972		321,600		117,014		16,217		1,107,410
Gregory P. Merk		2012		260,000		—		226,134		172,826		193,265		—		15,116		867,341
Vice President

(1)	This column includes amounts of base salary deferred into the 2005 Deferred Compensation: Mr. Hilton — $43,495, $40,923 and $25,961; Mr. Thaxton — $36,085, $23,227, and $15,400; Mr. Keane — $29,200, $22,539, and $13,354; and Mr. Lambert — $17,769, $0, and $2,000.

(2)

This column represents the grant date fair value of restricted shares and performance share units as calculated under FASB ASC Topic 718 (formerly known as FAS 123R). The grant date fair value disclosed for performance share awards are based on target performance. The maximum performance share award amount with respect to each of the named executive officers is shown in the table below. The assumptions made in valuing stock awards reported in this column for 2012 are discussed in Note 11, Stock-based Compensation to the consolidated financial statements included in our Annual Reports on Form 10-K for the Fiscal Year ended October 31, 2012.


Named Executive Officer	Fiscal Year		Maximum Performance Share Payout (Units)		Maximum Performance Share Payout ($)
Michael F. Hilton		2012		40,000		1,684,800
		2011		36,000		1,512,540
		2010		48,868		1,442,583
Gregory A. Thaxton		2012		9,000		379,080
		2011		8,000		336,120
		2010		12,000		313,140
John J. Keane		2012		12,000		505,440
		2011		11,200		470,568
		2010		16,000		417,520
Peter G. Lambert		2012		7,800		328,536
		2011		7,600		319,314
		2010		9,400		245,293
Gregory P. Merk		2012		7,000		294,840

(3)

This column represents the grant date fair value of the stock option award as calculated under FASB ASC Topic 718 (formerly known as FAS 123R) as of the respective grant date for each award. The grant date fair value was determined using the Black-Scholes valuation model. For additional information regarding such grants, see the “Grants of Plan-Based Awards” table below. The aggregate grant date fair value may not correspond to the actual value that may be recognized by the named executive officer. The actual amount, if any, realized upon the exercise of stock options will depend upon the market price of our common shares relative to the exercise price per share of the stock option at the time of exercise.

The table below lists the assumptions used in 2012 to estimate the grant date fair value of stock options granted to the named executive officers and included in this column as of October 31, 2012:


Fiscal Year	Number of Shares Granted		Exercise Price		Expected Life (in years)		Dividend Yield			Volatility		Risk-Free Rate
2008		179,900	$	26.46		6.1		1.41	%		0.261		3.62	%
2009		301,200	$	14.37		6.2		1.36	%		0.4038		1.76	%
2010		133,218	$	29.05		6.2		1.37	%		0.4295		3.03	%
2011		97,400	$	43.32		6.3		1.28	%		0.4311		2.25	%
2012		104,500	$	43.73		6.1		1.20	%		0.454		1.23	%

The assumptions listed in the above table differ slightly from those presented in Note 11, Stock-based Compensation to the consolidated financial statements included in our Annual Report on Form 10-K for the Fiscal Year ended October 31, 2012. The assumptions in Note 11 are determined by the vesting period for stock option grants to executive officers — 4 years — and to all other grantees — 5 years.

See the “Grants of Plan-Based Awards” table for information with respect to the stock options granted in 2012 and the “Outstanding Equity Awards” table for information with respect to the stock options granted prior to 2012.

(4)

The amounts in this column represent the total non-equity incentive plan compensation we recognized in the respective fiscal year under our Annual Cash Incentive Plan and also include the portion of the annual incentive bonus that was deferred by Mr. Hilton — $84,000. This deferral is noted in footnote 1 to the “Non-Qualified Deferred Compensation” table.

(5)

The amounts entered in this column reflect the aggregate change in the actuarial present value of the named executive officer’s accumulated benefits under the Nordson Corporation Salaried Employees Defined Benefit Pension Plan and Excess Defined Benefit Pension Plan. There were no above-market or preferential earnings on non-qualified deferred compensation. The present value amounts of the accumulated benefits were determined using assumptions discussed in Note 3, Retirement, Pension and other Post-retirement Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the Fiscal Year ended October 31, 2012.

The following table provides further details to the increases by plan for 2012:


Named Executive Officer	Change in Pension Plan Value ($)		Change in Excess Pension Plan Value ($)		Total ($)
Michael F. Hilton		51,907		485,308		537,215
Gregory A. Thaxton		184,105		469,400		653,505
John J. Keane		163,200		375,004		538,204
Peter G. Lambert		159,394		249,663		409,057
Gregory P. Merk		—		—		—

(6)	The following tables describe each component of the “All Other Compensation” column in the Summary Compensation Table:


Named Executive Officer	Total Perquisites ($) (a)		Relocation Assistance ($) (b)		Tax Gross- Up Related to Relocation Assistance ($)		Company Contribu- tions to Tax- Qualified and Non-Qualified Plans ($)		Dividends Related to Share Based Plans ($)		Total All Other Compensation ($)
Michael F. Hilton		11,538		—		—		50,119		11,992		73,649
Gregory A. Thaxton		6,735		—		—		22,550		3,228		32,513
John J. Keane		7,203		200,259		75,713		20,900		5,556		309,631
Peter G. Lambert		5,000		4,402		0		7,500		2,881		19,783
Gregory P. Merk		—		—		—		12,530		2,586		15,116

(a)

Total perquisites for 2012:


Named Executive Officer	Financial Planning ($)		Club Dues ($)		Executive Physicals ($)		Total Perquisites ($)
Michael F. Hilton		5,000		4,760		1,778		11,538
Gregory A. Thaxton		4,835		400		1,500		6,735
John J. Keane		5,000		—		2,203		7,203
Peter G. Lambert		5,000		—		—		5,000
Gregory P. Merk		—		—		—		—

(b)

Mr. Keane’s relocation assistance includes incremental cost paid or incurred by us for his relocation from Georgia to Ohio. Mr. Lambert’s relocation assistance includes the incremental cost paid or incurred by us for his relocation from Rhode Island to Georgia.

GRANTS OF PLAN-BASED AWARDS

We granted the following type of awards to our executive officers in 2012:

•

Annual Cash Incentive Awards — The Compensation Committee establishes measures for corporate financial performance at the beginning of a fiscal year. Any payouts are determined by actual fiscal year performance against the measures, and pre-established business segment performance measures (for our named executive officers that lead our business segments). Payout amounts are referred to in the following table as “ACI.”

•

Long-Term Incentive Awards — The Compensation Committee may approve long-term incentive awards for executive officers based on three-year cumulative performance measures as selected by the Committee. If the target measure is achieved, payout is of 100% of the target award. The award is in the form of performance share units which are settled in unrestricted Nordson common shares on a one-for-one basis. The payout will vary based upon the actual three-year performance. However, the three-year performance threshold must be achieved before any payout is made. These awards are referred to in the following table as “LTI.”

•

Restricted Shares — Restricted shares are granted subject to restrictions on transferability. The shares may be voted but not sold or transferred during the restriction period. Cash dividends are paid on the restricted shares during the restriction period. Restricted shares vest on a pro-rata basis annually each year for three years following the date of grant. If an executive officer’s employment terminates due to death, disability, or early retirement after the grant date, unvested shares are forfeited. All restrictions lapse if termination is due to retirement at or after normal retirement age (age 65). These awards are referred to in the following table as “RS.”

•

Stock Options — Stock options have a term of ten years, become exercisable over a four-year period at the rate of 25% per year beginning one year from the grant date, and have an exercise price equal to the closing price of our common shares on the grant date. Each option permits the grantee to pay for the exercise price and satisfy tax-withholding obligations with previously owned common shares or with shares acquired upon exercise. Information with respect to each of these awards on a grant-by-grant basis is set forth in the table below. These awards are referred to in the following table as “Options.”

Grants of Plan-Based Awards

The following table and footnotes present the components of the plan-based grants made to our named executive officers during 2012.


				Estimated Future Payouts Under Non-equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards (3)
				Threshold		Target		Maximum		Threshold		Target		Maximum
Name	Plan	Grant Date		$		$		$		#		#		#		#		#		$/sh		$
Michael F. Hilton	ACI		Nov. 28, 2011		362,500		725,000		1,450,000		—		—		—		—		—		—		—
	LTI		Nov. 28, 2011		—		—		—		10,000		20,000		40,000		—		—		—		842,400
	RS		Nov. 28, 2011		—		—		—		—		—		—		10,000		—		—		437,300
	Options		Nov. 28, 2011		—		—		—		—		—		—		—		55,000		43.73		950,543
Gregory A. Thaxton	ACI		Nov. 28, 2011		112,125		224,250		448,500		—		—		—		—		—		—		—
	LTI		Nov. 28, 2011		—		—		—		2,250		4,500		9,000		—		—		—		189,540
	RS		Nov. 28, 2011		—		—		—		—		—		—		2,300		—		—		100,579
	Options		Nov. 28, 2011		—		—		—		—		—		—		—		13,000		43.73		224,674
John J. Keane	ACI		Nov. 28, 2011		120,750		241,500		483,000		—		—		—		—		—		—		—
	LTI		Nov. 28, 2011		—		—		—		3,000		6,000		12,000		—		—		—		252,720
	RS		Nov. 28, 2011		—		—		—		—		—		—		3,000		—		—		131,190
	Options		Nov. 28, 2011		—		—		—		—		—		—		—		16,000		43.73		276,522
Peter G. Lambert	ACI		Nov. 28, 2011		90,000		180,000		360,000		—		—		—		—		—		—		—
	LTI		Nov. 28, 2011		—		—		—		1,950		3,900		7,800		—		—		—		164,268
	RS		Nov. 28, 2011		—		—		—		—		—		—		2,000		—		—		87,460
	Options		Nov. 28, 2011		—		—		—		—		—		—		—		10,500		43.73		181,467
Gregory P. Merk	ACI		Nov. 28, 2011		71,500		143,000		286,000		—		—		—		—		—		—		—
	LTI		Nov. 28, 2011		—		—		—		1,750		3,500		7,000		—		—		—		147,420
	RS		Nov. 28, 2011		—		—		—		—		—		—		1,800		—		—		78,714
	Options		Nov. 28, 2011		—		—		—		—		—		—		—		10,000		43.73		172,826

(1)

These columns show the estimated dollar value of the potential payout under the Annual Cash Incentive Plan at threshold, target or maximum payout levels. The Committee’s process to determine payouts under the Annual Cash Incentive Plan is described in Part II of the Compensation Discussion and Analysis under the caption “Annual Incentive Compensation.”

(2)

These columns show the potential number of shares to be paid out for our named executive officers under our Long-Term Incentive Plan at threshold, target or maximum performance. The measures and potential payouts are described in more detail in Part II of the Compensation Discussion and Analysis under the caption “Long Term Incentive Compensation.” The grant date fair value recognized for financial reporting purposes in 2012 for these performance awards is included in the “Stock Awards” column of the Summary Compensation Table.

(3)

Values in this column reflect the grant date fair value for stock option awards and performance share unit awards determined in accordance with FASB ASC Topic 718 (formerly known as FAS 123R). The grant date fair value of the performance share unit awards (LTI) are at target. The grant date fair value based on payout at the maximum performance level is: Mr. Hilton — $1,684,800; Mr. Thaxton — $379,080; Mr. Keane — $505,440; Mr. Lambert — $328,536; and Mr. Merk — $294,840. The actual amounts that will be received by the named executive officer will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was probable at the date of grant.

For establishing grant date fair value of stock options, we use the Black-Scholes option pricing model to calculate the fair value of stock options. The key assumptions for the Black-Scholes valuation method include the expected life of the option, stock price volatility, the risk-free interest rate, dividend yield and exercise price. The exercise price of stock options is the fair market value of our common shares on the date of grant. The following table sets forth the assumptions used in the calculation of the amounts for stock option awards presented in the table:

Expected Volatility: 0.454.

Risk-Free Interest Rate: The rate available at the time the grant was made on zero-coupon U.S. Government issues with a remaining term equal to the expected life: 1.23%.

Dividend Yield: 1.20% based on the historical dividend yield.

Expected Life: 6.1 years.

The calculations for the fair value of restricted stock are based upon the grant date fair value of restricted share awards determined using the market price of common stock at the grant date.

OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2012

The following narrative, table and footnotes describe equity awards granted to our named executive officers under our Long-Term Performance Plan that were outstanding as of the end of 2012:

•

2011-2013 Long-Term Incentive Plan Performance Share Unit Awards (disclosed as “2011 LTIP” awards in the “Stock Awards” columns). The 2011-2013 performance period began on November 1, 2010 and concludes on October 31, 2013. Settlement of these awards will be in the form of unrestricted Nordson common shares on a one-for-one basis. The ultimate value of the awards will depend on the number of share units earned and the price of our common shares at the time of settlement.

•

2012-2014 Long-Term Incentive Plan Performance Share Unit Awards (disclosed as “2012 LTIP” awards in the “Stock Awards” columns). The 2012-2014 performance period began on November 1, 2011 and concludes on October 31, 2014. Settlement of these awards will be in the form of unrestricted Nordson common shares on a one-for-one basis. The ultimate value of the awards will depend on the number of share units earned and the price of our common shares at the time of settlement.

•

Restricted Shares (disclosed in the “Stock Awards” columns). Consist of the unvested restricted share grants to named executive officers.

•

Stock Options (disclosed in the “Option Awards” columns). Consist of stock option grants made to our named executive officers. Stock options have a term of ten years and become exercisable over a four year period at the rate of 25% per year, beginning one year from the grant date.

Outstanding Equity Awards

The following table sets forth information with respect to performance share awards, restricted share awards and stock options held by our named executive officers as of October 31, 2012. Dates noted below the names of the named executive officers represent grant dates for stock options and restricted shares.


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexer- cised Options - Exercis- able (1) (#)		Number of Securities Underlying Unexer- cised Options- Unexercis- able (1) (#)		Option Exercise Price $/sh		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (2) (#)		Market Value of Shares or Units of Stock That Have Not Vested (2) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested (3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Not Vested ($)
Michael F. Hilton
2011 LTIP		—		—		—		—		—		—		36,000		2,125,080
2012 LTIP		—		—		—		—		—		—		40,000		2,361,200
Restricted Shares
16-Jan-10 (4)		—		—		—		—		6,842		403,883		—		—
7-Dec-10		—		—		—		—		6,000		354,180		—		—
28-Nov-11		—		—		—		—		10,000		590,300		—		—
Stock Options:
16-Jan-10 (5)		34,609		34,609		30.70		16-Jan-2020		—		—		—		—
7-Dec-10		12,500		37,500		43.32		07-Dec-2020		—		—		—		—
28-Nov-11		—		55,000		43.73		28-Nov-2021		—		—		—		—
Gregory A. Thaxton
2011 LTIP		—		—		—		—		—		—		8,000		472,240
2012 LTIP		—		—		—		—		—		—		9,000		531,270
Restricted Shares
7-July-10		—		—		—		—		1,468		86,656		—		—
7-Dec-10		—		—		—		—		1,334		78,746		—		—
28-Nov-11		—		—		—		—		2,300		135,769		—		—
Stock Options:
5-Dec-07		6,800		—		26.46		5-Dec-2017		—		—		—		—
4-Dec-08		6,550		6,550		14.37		4-Dec-2018		—		—		—		—
3-Dec-09		3,750		7,500		27.26		3-Dec-2019		—		—		—		—
7-Dec-10		2,850		8,550		43.32		7-Dec-2020		—		—		—		—
28-Nov-11		—		13,000		43.73		28-Nov-2021		—		—		—		—
John J. Keane
2011 LTIP		—		—		—		—		—		—		11,200		661,136
2012 LTIP		—		—		—		—		—		—		12,000		708,360
Restricted Shares
3-Dec-09		—		—		—		—		4,000		236,120		—		—
7-July-10		—		—		—		—		1,000		59,030		—		—
7-Dec-10		—		—		—		—		1,868		110,268		—		—
28-Nov-11		—		—		—		—		3,000		177,090		—		—
Stock Options:
5-Dec-07		6,900		—		26.46		5-Dec-2017		—		—		—		—
4-Dec-08		34,050		11,350		14.37		4-Dec-2018		—		—		—		—
3-Dec-09		11,800		11,800		27.26		3-Dec-2019		—		—		—		—
7-Dec-10		4,000		12,000		43.32		7-Dec-2020		—		—		—		—
28-Nov-11		—		16,000		43.73		28-Nov-2021		—		—		—		—


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexer- cised Options - Exercis- able (1) (#)		Number of Securities Underlying Unexer- cised Options- Unexercis- able (1) (#)		Option Exercise Price $/sh		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (2) (#)		Market Value of Shares or Units of Stock That Have Not Vested (2) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested (3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Not Vested ($)
Peter G. Lambert
2011 LTIP		—		—		—		—		—		—		7,600		448,628
2012 LTIP		—		—		—		—		—		—		7,800		460,434
Restricted Shares
7-July-10		—		—		—		—		1,336		78,864		—		—
7-Dec-10		—		—		—		—		1,200		70,836		—		—
28-Nov-11		—		—		—		—		2,000		118,060		—		—
Stock Options:
5-Dec-07		3,400		—		26.46		5-Dec-2017		—		—		—		—
4-Dec-08		5,700		5,700		14.37		4-Dec-2018		—		—		—		—
3-Dec-09		3,300		6,600		27.26		3-Dec-2019		—		—		—		—
7-Dec-10		2,650		7,950		43.32		7-Dec-2020		—		—		—		—
28-Nov-11		—		10,500		43.73		28-Nov-2021		—		—		—		—
Gregory P. Merk
2011 LTIP		—		—		—		—		—		—		6,400		377,792
2012 LTIP		—		—		—		—		—		—		7,000		413,210
Restricted Shares
7-July-10		—		—		—		—		1,200		70,836		—		—
7-Dec-10		—		—		—		—		1,068		63,044		—		—
28-Nov-11		—		—		—		—		1,800		106,254		—		—
Stock Options:
3-Nov-03		3,600		—		13.86		3-Nov-2013		—		—		—		—
9-Dec-04		3,600		—		18.46		9-Dec-2014		—		—		—		—
7-Dec-05		2,400		—		19.25		7-Dec-2015		—		—		—		—
22-Nov-06		15,600		—		24.39		22-Nov-2016		—		—		—		—
5-Dec-07		13,600		—		26.46		5-Dec-2017		—		—		—		—
4-Dec-08		17,100		5,700		14.37		4-Dec-2018		—		—		—		—
3-Dec-09		6,100		6,100		27.26		3-Dec-2019		—		—		—		—
7-Dec-10		2,250		6,750		43.32		7-Dec-2020		—		—		—		—
28-Nov-11		—		10,000		43.73		28-Nov-2021		—		—		—		—

(1)

Amounts in these columns represent vested and unvested stock options granted for 2004 through 2012. The options are exercisable in four equal annual installments (25% of grant per year), commencing one year after the grant date. As of October 31, 2012, none of the options granted during 2012 had vested. The options granted to Mr. Merk in 2003, 2004 and 2005 vested at a rate of 20% per year for five years.

(2)

Amounts in these columns represent restricted share grants that have not vested as of October 31, 2012. Restricted shares vest in three equal annual installments, commencing one year after grant date. Market or Payout Value was calculated by multiplying the closing price of our common shares on October 31, 2012 — $59.03 per share — by the number of unvested shares. Mr. Keane’s December 3, 2009 grant vested on December 3, 2012.

(3)

This column reflects performance shares granted in 2011 and 2012. These shares are conditioned upon performance during three-year cycles ending on October 31, 2013 and October 31, 2014, respectively. The payouts will be determined following the Compensation Committee’s verification of performance at the close of the respective performance period. The 2011-2013 and 2012-2014 performance period awards are shown at the expected maximum payout since the target performance level would be exceeded based on performance to date.

(4)	Upon his employment as President and Chief Executive Officer, Mr. Hilton was granted 6,842 restricted shares pursuant to the employment agreement we entered into with Mr. Hilton. These shares will vest on January 16, 2013.

(5)	Upon his employment as President and Chief Executive Officer, Mr. Hilton was granted 69,218 stock options pursuant to the employment agreement we entered into with Mr. Hilton. These options are exercisable in four equal installments (25% of grant per year), commencing January 16, 2011.

OPTION EXERCISES AND STOCK VESTED TABLE

The following table sets forth information with respect to the stock options exercised, restricted stock vested and performance share unit awards during 2012, before payment of any applicable withholding tax and broker commissions.


	Option Awards				Stock Awards
					Restricted Stock (Vested July 7, 2012)				Restricted Stock (Vested 12/7/11)				2009-2011 LTIP Payout
Named Executive Officer	Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
Michael F. Hilton		—		—		—		—		3,000		144,150		—		—
Gregory A. Thaxton		—		—		1,466		75,118		666		32,001		9,400		393,390
John J. Keane		—		—		1,000		51,240		932		44,783		16,000		669,600
Peter G. Lambert		—		—		1,332		68,252		600		28,830		8,000		334,800
Gregory P. Merk		—		—		1,200		61,488		532		25,563		8,000		334,800

(1)	Value realized was calculated by multiplying the closing price of our common shares on July 7, 2012 ($51.24 per share) and December 7, 2011 ($48.05 per share), respectively, by the number of shares acquired.

(2)	Settlement of vested share unit payouts occurred on January 6, 2012. The closing price of our common shares was $41.85 on January 6, 2012. Mr. Thaxton deferred 8,460 units having a settlement date value of $354,051 under the 2005 Deferred Compensation Plan.

PENSION BENEFITS TABLE

The following table, narrative and footnotes set forth the actuarial present value of, and other information about, the pension benefits accumulated by each of our named executive officers for 2012.


Named Executive Officer	Plan Name	Number of Years Credited Service #		Present Value of Accumulated Benefit (1)(2) $		Payments During Last Fiscal Year $
Michael F. Hilton	Salaried Employees Pension Plan		—		—		—
	Excess Defined Benefit Pension Plan (3)		2.75		979,071		—
Gregory A. Thaxton	Salaried Employees Pension Plan		23.0		752,543		—
	Excess Defined Benefit Pension Plan		23.0		1,065,547		—
John J. Keane	Salaried Employees Pension Plan		20.0		655,955		—
	Excess Defined Benefit Pension Plan		20.0		1,461,064		—
Peter G. Lambert	Salaried Employees Pension Plan		19.5		650,231		—
	Excess Defined Benefit Pension Plan		19.5		793,662		—
Gregory P. Merk (4)	Salaried Employees Pension Plan		—		—		—
	Excess Defined Benefit Pension Plan		—		—		—

(1)	For the Salaried Employees Pension Plan, the actuarial assumptions used to determine the present value of the accumulated benefit at October 31, 2012 are:

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measurement date of October 31;

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each participant’s benefit commences at age 65, the age at which retirement may occur without any age-based reduction in benefits, discounted to October 31, 2012 using a discount rate of 3.45%;

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the benefits are payable as a single life annuity; and

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post-retirement mortality based on the 2012 Plan Year IRC 430 Non-annuitant Mortality Table Projected to 2027.

(2)

For the Excess Defined Benefit Pension Plan, the calculation of the present value of the accumulated benefit assumes that each participant’s benefit is payable as a lump sum commencing at age 65, the age at which retirement may occur without any age-based reduction in benefits, discounted to October 31, 2012 using a discount rate of 3.45%, a lump sum interest rate of 2.90% and post-retirement mortality based on the 2012 Plan Year IRC 430 Non-annuitant Mortality Table Projected to 2027.

(3)

Under the terms of his employment agreement, Mr. Hilton has an individual non-qualified supplemental pension benefit that treats Mr. Hilton as if he were fully vested in the Salaried Employees Pension Plan, solely in the event that Mr. Hilton experiences a termination due to death, disability, or without cause, or resignation with good reason (whether or not in connection with a change-in-control), as those terms are defined in the employment agreement, prior to becoming one hundred percent (100%) vested in the Salaried Employees Pension Plan. This benefit would be paid under the non-qualified Excess Defined Benefit Pension Plan. Once Mr. Hilton has accrued sufficient service to be fully vested in the Salaried Employees Pension Plan, we will have no obligation to provide the supplemental individual pension benefit.

(4)	Mr. Merk does not participate in the Salaried Employees Pension Plan or the Excess Defined Benefit Pension Plan.

Salaried Employees Pension Plan

We sponsor the Nordson Corporation Salaried Employees Pension Plan (the “Salaried Employees Pension Plan”), a pension plan for our U.S.-based salaried employees, including our U.S.-based named executive officers. Benefits under the pension plan are based on a “final average pay,” which means the monthly average of the highest aggregate compensation (base salary and annual cash incentive payment) for 60 months of the 120 most recent consecutive months prior to retirement. Compensation used to determine benefits under the Salaried Employees Pension Plan may not exceed the limit under the Internal Revenue Code.

Normal retirement age under the Salaried Employees Pension Plan is age 65. Employees who retire on or after age 55 may begin receiving their benefit immediately but experience a reduction in the benefit for every year prior to age 65 that the benefit begins. Employees become 100% vested in their benefit at the earlier of age 55, or after five years of service. The benefits are further reduced by benefits received under the Social Security program.

If the employee dies prior to receiving the vested benefit, the surviving spouse, if any, will receive a 50% survivor annuity for the rest of the surviving spouse’s life. Benefits under the Salaried Employees Pension Plan become payable on the first of the month following retirement, absent any election by a participant to commence the payment of benefits at a different time. Benefits are payable in one of the following ways:

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Life Only Annuity. If a participant is not married or has been m