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DOV > SEC Filings for DOV > Form 8-K on 6-May-2014All Recent SEC Filings

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Form 8-K for DOVER CORP


6-May-2014

Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or


Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Items 5.03 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

As discussed below, at the Annual Meeting of Shareholders of Dover Corporation (the "Company"), held on May 1, 2014, the Company's shareholders approved an amendment to Article 14 of the Company's Restated Certificate of Incorporation and approved an amendment to Section 3 of Article II of the Company's By-Laws. Following the Annual Meeting of Shareholders, the Company's Board of Directors, also on May 1, 2014, approved the further restatement of the Company's Restated Certificate of Incorporation so as to integrate into a single document the Restated Certificate of Incorporation, the amendment to Article 14 thereof and Certificates of Correction thereto previously filed with the Secretary of State's office of the State of Delaware. The Board of Directors also approved the restatement of the Company's By-Laws to integrate into the By-Laws the amendment to Section 3 of Article II thereof approved by the shareholders at the Annual Meeting.

The Fourth Restated Certificate of Incorporation (as filed with the Secretary of State's Office of the State of Delaware and effective on May 2, 2014) and the Restated By-Laws (as effective as of May 1, 2014) are attached hereto as Exhibits 3(i)(a) and 3(ii)(a), respectively.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 1, 2014, at which meeting the shareholders:

elected the twelve directors listed below;

ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014;

reapproved the performance criteria under the Executive Officer Annual Incentive Plan as required periodically under Section 162(m) of the Internal Revenue Code;

approved, on an advisory basis, named executive officer compensation;

approved amendments to Article 14 of the Company's Restated Certificate of Incorporation eliminating the super-majority voting requirements in Article 14; and

approved an amendment to Section 3 of Article II of the Company's By-Laws to permit shareholders to call a special meeting.

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 requirement to amend such Articles. 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 76.6% and 76.6% of the outstanding shares of common stock, respectively.


The breakdown of the shareholder votes on these matters is listed below:

1. Election of directors:

   Director                    For            Against        Abstain       Broker Non-Vote
   Robert W. Cremin         130,734,099         618,359       341,137            13,977,421
   Jean-Pierre M. Ergas     128,840,275       2,514,925       338,395            13,977,421
   Peter T. Francis         130,856,406         505,786       331,403            13,977,421
   Kristiane C. Graham      128,996,488       2,360,719       336,388            13,977,421
   Michael F. Johnston      131,145,436         214,242       333,917            13,977,421
   Robert A. Livingston     130,880,543         488,392       324,660            13,977,421
   Richard K. Lochridge     128,495,980       2,865,638       331,977            13,977,421
   Bernard G. Rethore       129,183,397       2,168,081       342,117            13,977,421
   Michael B. Stubbs        129,268,924       2,089,099       335,572            13,977,421
   Stephen M. Todd          131,211,289         145,221       337,085            13,977,421
   Stephen K. Wagner        131,159,444         193,300       340,851            13,977,421
   Mary A. Winston          130,938,178         418,157       337,260            13,977,421

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014:

For Against Abstain Broker Non-Vote 143,625,077 1,688,393 357,546 0

3. Proposal to reapprove the performance criteria of the Executive Officer Annual Incentive Plan:

For Against Abstain Broker Non-Vote 128,237,174 3,044,006 412,415 13,977,421

4. Proposal to approve, on an advisory basis, named executive officer compensation:

For Against Abstain Broker Non-Vote 124,342,858 6,662,742 687,995 13,977,421

5. Proposal to approve amendments to Article 14 of the Company's Restated Certificate of Incorporation (Elimination of super-majority voting requirements in Article 14):

For Against Abstain Broker Non-Vote 130,217,226 1,042,481 433,888 13,977,421

6. Proposal to approve amendments to Article 15 of the Company's Certificate of Incorporation (Elimination of super-majority voting requirement to amend Article 15):

For Against Abstain Broker Non-Vote 130,226,377 1,031,539 435,679 13,977,421

7. Proposal to approve amendments to Article 16 of the Company's Restated Certificate of Incorporation (Elimination of super-majority voting requirement to amend Article 16):

For Against Abstain Broker Non-Vote 130,228,092 1,030,323 435,180 13,977,421

8. Proposal to approve an amendment to the Company's By-Laws to permit shareholders to call a special meeting:

For Against Abstain Broker Non-Vote 131,168,821 135,622 389,152 13,977,421




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.       Description

3(i)(a)           Fourth Restated Certificate of Incorporation of the Company (as
                  filed with the Secretary of State's Office of the State of
                  Delaware on May 2, 2014).

3(ii)(a)          Restated By-Laws of the Company, effective as of May 1, 2014.


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