Dover (DOV) 8-KAmendments to Articles of Incorporation or Bylaws

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 3, 2024

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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 5.03 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 and is 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:

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024:

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers:

4. To approve an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.