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Executive Change · Reg FD Disclosure

Filed Nov 3, 2023 · 2y ago · Accession 0001193125-23-270431

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): November 3, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 3, 2023, Dover Corporation (the “Company”) announced that the Company’s board of directors (the “Board”) elected Marc A. Howze as a new independent director effective as of November 3, 2023. Mr. Howze’s election increases the size of the Board to 11 directors, 10 of whom are independent directors. The Board determined that Mr. Howze qualifies as “financially literate” and as an “independent director” pursuant to the rules of the New York Stock Exchange, and appointed Mr. Howze as a member of the Audit Committee of the Board. Mr. Howze is Senior Advisor, Office of the Chairman, at Deere & Company (“Deere”). He has served in various legal and business roles at Deere since joining the company in 2001. He also serves on the Board of Directors of Nationwide Mutual Insurance Company and Lincoln Electric Holdings, Inc. Mr. Howze has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he was selected as a director of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Howze that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).   Item 7.01 Regulation FD Disclosure. On November 3, 2023, the Company issued a press release announcing the election of Mr. Howze to the Board, a copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits . The following exhibits are furnished as part of this report:   99.1    Press Release of Dover Corporation issued November 3, 2023. 104    Cover Page Interactive Data File (the cover page XBRL tags are 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: November 3, 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
Nov 3, 2023
Report date
Nov 3, 2023
Document
d483000d8k.htm
Size
294 KB