8-K Reports
DOVER Corp
CIK

29905

Accepted

May 8, 2024, 09:01 PM

Accession

0001193125-24-134321

5.03 Amendments to Articles of Incorporation or Bylaws
5.07 Submission of Matters to a Vote of Security Holders
9.01 Financial Statements and Exhibits
Items (3)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 3, 2024, Dover Corporation (the “ Company”) held its Annual Meeting of Shareholders (the “ Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors, the shareholders of the Company approved a proposal to amend the Company’s Fifth Restated Certificate of Incorporation (the “ Certificate Amendment”) to provide for exculpation of corporate officers as permitted by Delaware law. The Certificate Amendment became effective upon the filing of the Company’s Sixth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Secretary of State”) on May 7, 2024. The Sixth Restated Certificate of Incorporation also integrates all prior amendments and certificates previously filed with the Secretary of State into a single document. The foregoing description is qualified in its entirety by reference to the text of the Company’s Sixth Restated Certificate of Incorporation, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K andis incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 3, 2024, the Company held its Annual Meeting. At the Annual Meeting, the shareholders: (1) elected ten directors, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024, (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 an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation. The voting results for each such proposal are reported below. 1. To elect ten directors: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────────────────────────────────── Deborah L. DeHaas 115,774,909 1,041,906 195,301 7,972,399 H. John Gilbertson, Jr. 115,380,588 1,435,531 195,997 7,972,399 Kristiane C. Graham 113,116,249 3,670,775 225,092 7,972,399 Marc A. Howze 116,379,516 461,998 170,602 7,972,399 Michael F. Johnston 111,124,435 5,622,633 265,048 7,972,399 Michael Manley 116,168,717 649,134 194,265 7,972,399 Danita K. Ostling 116,508,505 325,743 177,868 7,972,399 Eric A. Spiegel 115,958,568 874,712 178,836 7,972,399 Richard J. Tobin 111,489,643 5,057,003 465,470 7,972,399 Keith E. Wandell 114,202,922 2,617,429 191,765 7,972,399 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024: For Against Abstain Broker Non-Vote ──────────────────────────────────────────────────────────────── 119,579,646 5,212,008 192,861 7,972,399 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Vote ──────────────────────────────────────────────────────────────── 109,345,902 7,320,389 345,825 7,972,399 4. To approve an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Vote ──────────────────────────────────────────────────────────────── 96,549,118 20,201,451 261,547 7,972,399

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description No. 3.1 Sixth Restated Certificate of Incorporation of the Company (as filed with the Secretary of State’s Office of the State of Delaware on May 7, 2024). ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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 Form8-Kto be signed on its behalf by the undersigned hereunto duly authorized. DOVER CORPORATION ───────────────────────────────────────────────────────────────────────────── (Registrant) By: /s/ Ivonne M. Cabrera Ivonne M. Cabrera Senior Vice President, General Counsel & Secretary

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