UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 5, 2017
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
Dover Corporation (the “Company”) held its Annual Meeting of Shareholders on May 5, 2017, at which meeting the shareholders:
(1) | elected twelve directors, |
(2) | ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2017, |
(3) | approved, on an advisory basis, named executive officer compensation, |
(4) | approved, on an advisory basis, holding an advisory vote on executive compensation annually, |
(5) | reapproved the performance goals under the 2012 Equity and Cash Incentive Plan (the “LTIP”), and |
(6) | reapproved the performance goals under the Executive Officer Annual Incentive Plan (the “AIP”). |
The shareholders also voted on proposals to amend Articles 15 and 16 of the Company's Restated Certificate of Incorporation to eliminate the super-majority voting requirements therein. Those proposals did not pass, as passage required the affirmative vote of at least 80% of the outstanding shares of common stock. The proposals to amend Articles 15 and 16 received the affirmative vote of 79.2% and 79.1% of the outstanding shares of common stock, respectively.
The breakdown of the shareholder votes on these matters is listed below:
1. | To elect twelve directors: |
Director | For | Against | Abstain | Broker Non-Vote |
Peter T. Francis | 123,645,012 | 1,084,609 | 708,014 | 13,149,473 |
Kristiane C. Graham | 121,171,201 | 3,512,258 | 754,176 | 13,149,473 |
Michael F. Johnston | 123,568,408 | 1,177,206 | 692,021 | 13,149,473 |
Robert A. Livingston | 123,696,987 | 971,519 | 769,129 | 13,149,473 |
Richard K. Lochridge | 121,225,286 | 3,497,160 | 715,189 | 13,149,473 |
Eric A. Spiegel | 124,100,075 | 612,602 | 724,958 | 13,149,473 |
Michael B. Stubbs | 122,027,218 | 2,699,008 | 711,409 | 13,149,473 |
Richard J. Tobin | 118,792,866 | 5,906,297 | 738,472 | 13,149,473 |
Stephen M. Todd | 124,096,406 | 610,809 | 730,420 | 13,149,473 |
Stephen K. Wagner | 123,885,804 | 798,833 | 752,998 | 13,149,473 |
Keith E. Wandell | 123,962,388 | 754,652 | 720,595 | 13,149,473 |
Mary A. Winston | 123,018,156 | 1,695,240 | 724,239 | 13,149,473 |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017: |
For | Against | Abstain | Broker Non-Vote |
136,176,906 | 1,807,776 | 602,426 | 0 |
3. | To approve, on an advisory basis, named executive officer compensation: |
For | Against | Abstain | Broker Non-Vote |
120,413,474 | 3,852,169 | 1,171,992 | 13,149,473 |
4. | To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation: |
One Year | Two Years | Three Years | Broker Non-Vote |
112,261,116 | 356,802 | 12,043,488 | 776,229 |
5. | To reapprove the performance goals under the LTIP: |
For | Against | Abstain | Broker Non-Vote |
119,960,725 | 4,593,481 | 883,429 | 13,149,473 |
6. | To reapprove the performance goals under the AIP: |
For | Against | Abstain | Broker Non-Vote |
121,674,213 | 2,885,807 | 877,615 | 13,149,473 |
7. | To approve amendments to Article 15 of the Company’s Restated Certificate of Incorporation to eliminate the super-majority voting requirement: |
For | Against | Abstain | Broker Non-Vote |
123,155,679 | 1,448,643 | 833,313 | 13,149,473 |
8. | To approve amendments to Article 16 of the Company’s Restated Certificate of Incorporation to eliminate the super-majority voting requirement: |
For | Against | Abstain | Broker Non-Vote |
123,060,167 | 1,534,022 | 843,446 | 13,149,473 |
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, 2017 | DOVER CORPORATION | ||
(Registrant) | ||||
By: | /s/ Ivonne M. Cabrera | |||
Ivonne M. Cabrera | ||||
Senior Vice President, General Counsel & Secretary | ||||