SEC Form 8-K filed by Dover Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2025

 

 

Dover Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware		1-4018		53-0257888
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

3005 Highland Parkway
Downers Grove, Illinois		60515
(Address of Principal Executive Offices)		(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		DOV		New York Stock Exchange
1.250% Notes due 2026		DOV 26		New York Stock Exchange
0.750% Notes due 2027		DOV 27		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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

On May 2, 2025, Dover Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders:

(1) elected nine directors,

(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025,

(3) approved, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”) as described in the Compensation Discussion and Analysis and the accompanying tables in the proxy statement (“Say-on-Pay”) for the Annual Meeting, and

(4) rejected a shareholder proposal requesting an independent board chair.

The voting results for each such proposal are reported below.

1. To elect nine directors:

 

		For		Against		Abstained		Broker Non-Votes
Deborah L. DeHaas		111,096,954		1,508,271		274,578		9,737,936
H. John Gilbertson, Jr.		110,845,682		1,828,217		205,904		9,737,936
Kristiane C. Graham		104,791,876		7,722,161		365,766		9,737,936
Marc A. Howze		112,295,676		365,973		218,154		9,737,936
Michael Manley		112,243,235		432,240		204,328		9,737,936
Danita K. Ostling		112,024,913		660,556		194,334		9,737,936
Eric A. Spiegel		112,117,457		556,306		206,040		9,737,936
Richard J. Tobin		107,302,467		5,363,470		213,866		9,737,936
Keith E. Wandell		109,176,672		3,521,007		182,124		9,737,936

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025:

 

For		Against		Abstained		Broker Non-Votes
116,334,950		6,039,075		243,714		—

3. To approve, on an advisory basis, the compensation of the Company’s NEOs:

 

For		Against		Abstained		Broker Non-Votes
103,383,344		9,130,415		366,044		9,737,936

4. To consider a shareholder proposal requesting an independent board chair:

 

For		Against		Abstained		Broker Non-Votes
41,224,051		71,347,851		307,901		9,737,936

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 6, 2025				DOVER CORPORATION
				(Registrant)
				By:		/s/ Ivonne M. Cabrera
						Ivonne M. Cabrera
						Senior Vice President, General Counsel & Secretary