8-KThe WireRoutine
Shareholder Vote
Filed May 10, 2023 · 3y ago · Accession 0001193125-23-140843
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 5, 2023
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 5, 2023, 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 2023,
(3) approved, on an advisory basis, the compensation of the Company’s named executive officers 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) approved, on an advisory basis, the frequency of future advisory votes on executive compensation of the Company’s named executive officers as described in the proxy statement (“Say-on-Frequency”) for the Annual Meeting. In light of the outcome of Say-on-Frequency vote, the Board adopted a resolution to hold a Say-on-Pay vote annually until the next required Say-on-Frequency vote.
The shareholders did not approve the shareholder proposal regarding approval of certain termination payments.
The voting results for each such proposal are reported below.
1. To elect nine directors:
Director
For
Against
Abstain
Broker Non-Vote
Deborah L. DeHaas
117,796,196
695,750
204,325
9,083,933
H. John Gilbertson, Jr.
117,629,924
861,024
205,323
9,083,933
Kristiane C. Graham
105,901,056
12,592,152
203,063
9,083,933
Michael F. Johnston
105,616,610
12,865,924
213,737
9,083,933
Michael Manley
117,844,486
651,267
200,518
9,083,933
Eric A. Spiegel
117,573,419
906,348
216,504
9,083,933
Richard J. Tobin
117,344,673
1,164,699
186,899
9,083,933
Stephen M. Todd
114,326,514
4,166,998
202,759
9,083,933
Keith E. Wandell
114,999,826
3,499,315
197,130
9,083,933
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023:
For
Against
Abstain
Broker Non-Vote
123,470,169
4,139,923
170,112
0
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Vote
110,947,024
7,389,286
359,961
9,083,933
4. To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation:
One Year
Two Years
Three Years
Abstain
Broker Non-Vote
116,199,108
229,518
2,047,566
220,189
9,083,933
5. To consider a shareholder proposal regarding approval of certain termination payments:
For
Against
Abstain
Broker Non-Vote
9,283,612
109,014,811
397,848
9,083,933
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 10, 2023
DOVER CORPORATION
(Registrant)
By:
/s/ Ivonne M. Cabrera
Ivonne M. Cabrera
Senior Vice President, General Counsel & Secretary
Filing details
- Company
- DOVER Corp
- Ticker
- DOV
- CIK
- 29905
- Form type
- 8-K
- Filing date
- May 10, 2023
- Report date
- May 5, 2023
- Document
- d507498d8k.htm
- Size
- 261 KB