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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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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