8-K


 
 
 
 
 

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 5, 2016
________________________________
 
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________
 

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