UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 3, 2024, Dover Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors, the shareholders of the Company approved a proposal to amend the Company’s Fifth Restated Certificate of Incorporation (the “Certificate Amendment”) to provide for exculpation of corporate officers as permitted by Delaware law. The Certificate Amendment became effective upon the filing of the Company’s Sixth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 7, 2024. The Sixth Restated Certificate of Incorporation also integrates all prior amendments and certificates previously filed with the Secretary of State into a single document.
The foregoing description is qualified in its entirety by reference to the text of the Company’s Sixth Restated Certificate of Incorporation, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 3, 2024, the Company held its Annual Meeting. At the Annual Meeting, the shareholders:
(1) elected ten directors,
(2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024,
(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 an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation.
The voting results for each such proposal are reported below.
1. To elect ten directors:
| For | Against | Abstain | Broker Non-Vote | |||||
| Deborah L. DeHaas |
115,774,909 | 1,041,906 | 195,301 | 7,972,399 | ||||
| H. John Gilbertson, Jr. |
115,380,588 | 1,435,531 | 195,997 | 7,972,399 | ||||
| Kristiane C. Graham |
113,116,249 | 3,670,775 | 225,092 | 7,972,399 | ||||
| Marc A. Howze |
116,379,516 | 461,998 | 170,602 | 7,972,399 | ||||
| Michael F. Johnston |
111,124,435 | 5,622,633 | 265,048 | 7,972,399 | ||||
| Michael Manley |
116,168,717 | 649,134 | 194,265 | 7,972,399 | ||||
| Danita K. Ostling |
116,508,505 | 325,743 | 177,868 | 7,972,399 | ||||
| Eric A. Spiegel |
115,958,568 | 874,712 | 178,836 | 7,972,399 | ||||
| Richard J. Tobin |
111,489,643 | 5,057,003 | 465,470 | 7,972,399 | ||||
| Keith E. Wandell |
114,202,922 | 2,617,429 | 191,765 | 7,972,399 |
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024:
| For | Against | Abstain | Broker Non-Vote | |||
| 119,579,646 | 5,212,008 | 192,861 | 7,972,399 |
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Vote | |||
| 109,345,902 | 7,320,389 | 345,825 | 7,972,399 |
4. To approve an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation:
| For | Against | Abstain | Broker Non-Vote | |||
| 96,549,118 | 20,201,451 | 261,547 | 7,972,399 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Sixth Restated Certificate of Incorporation of the Company (as filed with the Secretary of State’s Office of the State of Delaware on May 7, 2024). | |
| 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 8, 2024 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||