8-K
DOVER Corp (DOV)
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 2, 2025
Dover Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-4018 | 53-0257888 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br>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<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.
On May 2, 2025, 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 2025,
(3) approved, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”) 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) rejected a shareholder proposal requesting an independent board chair.
The voting results for each such proposal are reported below.
- To elect nine directors:
| For | Against | Abstained | Broker Non-Votes | |
|---|---|---|---|---|
| Deborah L. DeHaas | 111,096,954 | 1,508,271 | 274,578 | 9,737,936 |
| H. John Gilbertson, Jr. | 110,845,682 | 1,828,217 | 205,904 | 9,737,936 |
| Kristiane C. Graham | 104,791,876 | 7,722,161 | 365,766 | 9,737,936 |
| Marc A. Howze | 112,295,676 | 365,973 | 218,154 | 9,737,936 |
| Michael Manley | 112,243,235 | 432,240 | 204,328 | 9,737,936 |
| Danita K. Ostling | 112,024,913 | 660,556 | 194,334 | 9,737,936 |
| Eric A. Spiegel | 112,117,457 | 556,306 | 206,040 | 9,737,936 |
| Richard J. Tobin | 107,302,467 | 5,363,470 | 213,866 | 9,737,936 |
| Keith E. Wandell | 109,176,672 | 3,521,007 | 182,124 | 9,737,936 |
- To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025:
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 116,334,950 | 6,039,075 | 243,714 | — |
- To approve, on an advisory basis, the compensation of the Company’s NEOs:
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 103,383,344 | 9,130,415 | 366,044 | 9,737,936 |
- To consider a shareholder proposal requesting an independent board chair:
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 41,224,051 | 71,347,851 | 307,901 | 9,737,936 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 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 6, 2025 | DOVER CORPORATION | |
|---|---|---|
| (Registrant) | ||
| By: | /s/ Ivonne M. Cabrera | |
| Ivonne M. Cabrera | ||
| Senior Vice President, General Counsel & Secretary |