DOV 8-K
DOVER Corp (DOV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |||||
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Ivonne M. Cabrera | |||||
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Senior Vice President, General Counsel & Secretary | |||||