dci-20231001

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

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

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under § 240.14a-12


Donaldson Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

[X] No fee required

[ ] Fee paid previously with preliminary materials

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370

www.donaldson.com

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME: Friday, November 17, 2023 at 1:00 p.m. (CST)

RECORD DATE: Close of business on September 18, 2023.

ITEMS OF BUSINESS:

(1) Election of Directors;

(2) Non-binding advisory vote to approve the compensation of our Named Executive Officers;

(3) Non-binding advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers;

(4) Approval of the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated;

(5) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2024; and

(6) Any other business that properly comes before the meeting.

PROXY VOTING:

It is important that your shares are represented and voted at the Annual Meeting. You received instructions on voting your shares on the Notice of Internet Availability of Proxy Materials for the Annual Meeting. If you received paper copies of the proxy materials, instructions on the different ways to vote your shares are found on the enclosed proxy card. Vote by proxy even if you plan to log in and attend the Annual Meeting.

HOW TO ATTEND THE MEETING:

Attend our virtual meeting online and vote your shares electronically by visiting www.virtualshareholdermeeting.com/DCI2023. This year's meeting will again be completely virtual which makes participation and engagement convenient for all our stockholders. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting.

PLEASE PROMPTLY VOTE YOUR PROXY TO SAVE US THE EXPENSE OF ADDITIONAL SOLICITATION.

Notice of Internet Availability of Proxy Materials for the stockholder meeting to be held on November 17, 2023: Our 2023 Proxy Statement and our Fiscal 2023 Annual Report to Stockholders are available at www.proxyvote.com.


									By Order of the Board of Directors

			Dated: October 3, 2023						Amy C. Becker Secretary

TABLE OF CONTENTS



PROPOSALS YOU ARE ASKED TO VOTE ON			1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			2
Why did I receive this Proxy Statement?			2
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?			2
What does it mean if I receive more than one proxy card?			2
Who pays for the cost of proxy preparation and solicitation?			2
What am I voting on, what does the Board recommend and what vote is required to approve each item?			3
How do I vote my shares?			4
How do I vote if I hold stock through a Donaldson employee benefit plan?			4
How do I vote my shares held in “street name” in a brokerage or bank account?			4
What if I submit a proxy and then change my mind?			4
Who may attend the meeting?			5
How many shares must be present to conduct the meeting?			5
How will voting on any other business be conducted?			5
Where do I find the voting results of the meeting?			5
How do I submit a stockholder proposal for next year's Annual Meeting?			5

SECURITY OWNERSHIP			6

ITEM 1: ELECTION OF DIRECTORS			8
Board Recommendation			8
Information Regarding Directors			9

CORPORATE GOVERNANCE			15
Corporate Governance Highlights			15
Board Oversight and Director Independence			15
Policy and Procedures Regarding Transactions with Related Persons			16
Board Leadership Structure			16
Risk Oversight by Board of Directors			17
Meetings and Committees of the Board of Directors			19
Audit Committee			20
Audit Committee Expertise			20
Human Resources Committee			21
Corporate Governance Committee			22
Corporate Governance Guidelines			22
Code of Business Conduct and Ethics			22
Board Composition			22
Director Commitments			22
Director Selection Process			22
Executive Sessions and Evaluations			24
Board Evaluations			24
Communications with Directors			24
Complaint-Handling Procedures			25



DIRECTOR COMPENSATION			25
Director Compensation Process			25
Director Compensation Program Elements			25
Fiscal 202 3 Director Compensation			27

EXECUTIVE COMPENSATION			30
Compensation Committee Report			30
Compensation Discussion and Analysis			31
Compensation Risk Analysis			42
Summary Compensation Table			43
Fiscal 202 3 Grants of Plan-Based Awards Table			45
Outstanding Equity Awards at 202 3 Fiscal Year-End			46
Fiscal 202 3 Option Exercises and Stock Vested Table			48
Pension Benefits			48
Non-Qualified Deferred Compensation

SEC Form DEF 14A filed by Donaldson Company Inc.