8-K - DOV - Equibles

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 8, 2020

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4018	53-0257888
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
3005 Highland Parkway<br> <br>Downers Grove, Illinois	60515
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>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

The Company held its Annual Meeting on May 8, 2020, at which meeting the shareholders:

(1)	elected nine directors,
(2)	ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020, and
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(3)	approved, on an advisory basis, named executive officer compensation.
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The shareholders did not approve the shareholder proposal regarding the right to allow shareholders to act by written consent.

The voting results for each such proposal are reported below.

1.	To elect nine directors:
Director	For		Against		Abstain		Broker Non-Vote
---	---	---	---	---	---	---	---	---
H. John Gilbertson, Jr.		119,655,006		556,815		529,640		9,591,159
Kristiane C. Graham		116,855,710		3,528,430		357,321		9,591,159
Michael F. Johnston		118,785,880		1,498,768		456,813		9,591,159
Eric A. Spiegel		119,737,864		459,260		544,337		9,591,159
Richard J. Tobin		119,793,248		634,933		313,280		9,591,159
Stephen M. Todd		119,275,839		941,487		524,135		9,591,159
Stephen K. Wagner		117,200,239		3,098,605		442,617		9,591,159
Keith E. Wandell		118,373,378		1,894,325		473,758		9,591,159
Mary A. Winston		116,589,235		3,696,881		455,345		9,591,159

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020:
For	Against	Abstain	Broker Non-Vote
---	---	---	---
125,623,780	4,379,061	329,779	0
3.	To approve, on an advisory basis, named executive officer compensation:
---	---
For	Against	Abstain	Broker Non-Vote
---	---	---	---
114,782,781	5,324,010	634,670	9,591,159
4.	A shareholder proposal regarding the right to allow shareholders to act by written consent:
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For	Against	Abstain	Broker Non-Vote
---	---	---	---
39,791,373	80,523,375	426,713	9,591,159

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 11, 2020	DOVER CORPORATION
	(Registrant)
	By:	/s/ Ivonne M. Cabrera
		Ivonne M. Cabrera
		Senior Vice President, General Counsel & Secretary