Nordson Corporation (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   March 1, 2011

Nordson Corporation
(Exact name of registrant as specified in its charter)

Ohio 0-7977 34-0590250
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
28601 Clemens Road, Westlake, Ohio   44145
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   440-892-1580

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07                      Submission of Matters to a Vote of Security Holders.

Nordson Corporation (the “Company”) held its Annual Meeting of Shareholders on March 1, 2011 (the “2011 Annual Meeting”). Of the 34,117,936 shares outstanding and entitled to vote, 32,103,758 shares were represented, constituting a 94.1% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

The Company’s shareholders elected Mr. Joseph P. Keithley, Ms. Mary G. Puma, and Mr. William L. Robinson as directors to serve until the 2014 Annual Meeting.  The votes were cast as follows:

  For   Withheld   Broker Non-Votes
Mr. Joseph P. Keithley
    29,236,275       1,483,838       1,383,646  
Ms. Mary G. Puma
    30,050,703       669,410       1,383,646  
Mr. William L. Robinson
    29,972,901       747,212       1,383,646  

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2011.  The votes were cast as follows:

  Against   Abstain
    140,659       24,747  

The Company’s shareholders approved, on a non-binding basis, the overall compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Company’s Proxy Statement for the 2011 Annual Meeting.  The votes were cast as follows:

  Against   Abstain   Broker Non-Votes
    675,461       1,095,054       1,383,646  

The Board of Directors of the Company recommended that the advisory vote on executive compensation be held annually.  The Company’s shareholders indicated their preference, on a non-binding basis, that the advisory vote on executive compensation be held annually.  The votes were cast as follows:

1 Year
  2 Years   3 Years   Abstain   Broker Non-Votes
    52,794       2,926,877       1,084,168       1,383,646  

The Company will hold the advisory vote on compensation annually until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold votes on frequency every six years.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Nordson Corporation
March 4, 2011   By:   Robert E. Veillette
        Name: Robert E. Veillette
        Title: Vice President, General Counsel and Secretary