UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 5, 2016
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DOVER CORPORATION
(Exact name of registrant as specified in its charter)
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State of 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:
¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 5, 2016, at which meeting the shareholders (1) elected eleven directors, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2016, and (3) approved, on an advisory basis, named executive officer compensation.
The shareholders also voted on a proposal to amend Article 16 of the Company’s Restated Certificate of Incorporation to allow shareholders to act by written consent. The proposal did not pass, as passage required the affirmative vote of at least 80% of the outstanding shares of common stock. The proposal to amend Article 16 received the affirmative vote of 77.40% of the outstanding shares of common stock.
The shareholders did not approve the shareholder proposal regarding proxy access.
The breakdown of the shareholder votes on these matters is listed below:
1. | Election of directors: |
Director | For | Against | Abstain | Broker Non-Vote |
Peter T. Francis | 124,761,427 | 1,197,977 | 330,152 | 13,230,956 |
Kristiane C. Graham | 123,184,161 | 2,756,128 | 349,267 | 13,230,956 |
Michael F. Johnston | 123,866,780 | 2,150,552 | 272,224 | 13,230,956 |
Robert A. Livingston | 124,869,756 | 1,104,576 | 315,224 | 13,230,956 |
Richard K. Lochridge | 122,961,127 | 2,979,859 | 348,570 | 13,230,956 |
Bernard G. Rethore | 123,231,978 | 2,689,164 | 368,414 | 13,230,956 |
Michael B. Stubbs | 123,369,786 | 2,635,164 | 284,606 | 13,230,956 |
Stephen M. Todd | 125,410,810 | 509,156 | 369,590 | 13,230,956 |
Stephen K. Wagner | 96,117,718 | 29,812,352 | 359,486 | 13,230,956 |
Keith E. Wandell | 125,310,819 | 605,291 | 373,446 | 13,230,956 |
Mary A. Winston | 124,139,192 | 1,861,594 | 288,770 | 13,230,956 |
2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016: |
For | Against | Abstain | Broker Non-Vote |
137,640,861 | 1,681,436 | 198,215 | 0 |
3. | Approval, on an advisory basis, of named executive officer compensation: |
For | Against | Abstain | Broker Non-Vote |
121,508,432 | 4,121,657 | 659,467 | 13,230,956 |
4. | Amendments to Article 16 of the Company’s Restated Certificate of Incorporation to allow shareholders to act by written consent: |
For | Against | Abstain | Broker Non-Vote |
120,063,234 | 5,946,453 | 279,869 | 13,230,956 |
5. | A shareholder proposal regarding proxy access: |
For | Against | Abstain | Broker Non-Vote |
37,024,075 | 87,745,281 | 1,520,200 | 13,230,956 |
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 9, 2016 | DOVER CORPORATION | ||
(Registrant) | ||||
By: | /s/ Ivonne M. Cabrera | |||
Ivonne M. Cabrera | ||||
Senior Vice President, General Counsel & Secretary | ||||