Routine proxy with strong Say-on-Pay support (94%) and no shareholder proposals or contested elections. The CEO transition is complete and compensation programs remain aligned with performance. Monitor next quarter for integration progress on Facet acquisition and any impact from tariff environment on guidance.
Price Chart
Executive Summary
Donaldson's 2026 proxy statement reports record sales of ~$3.9 billion and record adjusted diluted EPS of $3.98 for fiscal 2026. The company completed its largest acquisition (Facet Filtration) and returned ~$250 million to shareholders via dividends and buybacks. CEO transition occurred in March 2026 with Richard Lewis succeeding Tod Carpenter, who became Executive Chairman. Last year's Say-on-Pay vote received nearly 94% approval. The board recommends voting FOR all director nominees, executive compensation, and auditor ratification.
Key Facts
- Fiscal 2026 sales reached approximately $3.9 billion, an all-time high
- Adjusted diluted EPS grew to a record $3.98 ($4.04 excluding Facet acquisition)
- Completed largest acquisition in company history, Facet Filtration
- Paid $141 million in dividends and repurchased $108 million in stock, returning ~$250 million to shareholders
- CEO transition: Richard Lewis became President and CEO on March 2, 2026; Tod Carpenter became Executive Chairman
- Last year's Say-on-Pay vote received nearly 94% approval
- Four director nominees: Tod Carpenter, Pilar Cruz, Richard Lewis, and new nominee Simon Meester (CEO of Terex Corporation)
- CEO Richard Lewis total compensation for FY2026: $5,195,987; Executive Chairman Tod Carpenter: $8,871,239
- Annual cash incentive payouts ranged from 100% to 131% of target for NEOs
- Fiscal 2024-2026 PSU cycle paid out at 89.3% of target for net sales and below target for ROI
Financial Impact
Record sales of ~$3.9 billion and record adjusted diluted EPS of $3.98; $250 million returned to shareholders via dividends ($141M) and buybacks ($108M)
Risk Factors
- Macroeconomic pressures including dynamic tariff environment and geopolitical risks
- Industrial Solutions segment underperformed targets (net operating profit at 74.34% of target)
- Integration risk from largest-ever acquisition (Facet Filtration)
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0000029644-26-000115 |
| Document: 0000029644-26-000115-index-headers.html | 0000029644-26-000115 |
| Document: 0000029644-26-000115-index.html | 0000029644-26-000115 |
| Document: 0000029644-26-000115.txt | 0000029644-26-000115 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | DEFA14A | $90.11 | awaiting T+20 | — | $85.88 (−4.69%) |
Oct 6, 2026 20d ago | DEF 14A | $90.11 | awaiting T+20 | — | $85.88 (−4.69%) |
Aug 18, 2026 10w ago | Institutional Cluster | $93.97 $87.38 | ▼ −7.01% | ▼ −6.02% | $85.88 (−8.61%) |
Apr 10, 2026 28w ago | 8-K | $88.92 $85.59 | ▼ −3.74% | ▼ −11.47% | $85.88 (−3.42%) |
Feb 26, 2026 34w ago | 8-K | $92.17 $84.74 | ▼ −8.06% | ▼ −1.66% | $85.88 (−6.82%) |
US Market Status
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