Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration Statement - Securities for an HTML 68K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-24.1 Power of Attorney HTML 21K
5: EX-FILING FEES Filing Fees HTML 14K
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Typ
Security Class Tit
Fee Calculation Ru
Amount Registered(1
Proposed Maximum Offering Price Per
Maximum Aggregate Offering Pr
Fee Rate
Amount of Registration F
Equity
Common Stock, par value $5.00 per share
457(c) and 457(h)
5,000,000
(2)
$59.76(3)
$298,800,000
0.00014760
$44,102.88
Total Offering Amounts
$298,800,000
$44,102.88
Total Fee Offsets
$0
Net Fee Due
$44,102.88
(1) Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Donaldson Company, Inc. 2019 Master Stock Incentive Plan, as amended and restated (the “Amended and Restated Plan”) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding Common Stock.
(2) Represents shares of Common Stock registered pursuant to the Amended and Restated Plan.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of
$59.76, the average of the high and low price of the Common Stock on November 29, 2023, as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.
Dates Referenced Herein and Documents Incorporated by Reference