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): February 14, 2020
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | DOV | | New York Stock Exchange |
1.250% Notes due 2026 | | DOV 26 | | New York Stock Exchange |
0.750% Notes due 2027 | | DOV 27 | | New York Stock Exchange |
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 February 14, 2020, the Board of Directors (the “Board”) of Dover Corporation (the “Company”) amended the Company’s Amended and Restated By-laws (as so further amended, the “By-laws”) to, among other things, reduce the percentage of the voting power of all outstanding shares of stock of the Company required to request that the Company call a special meeting of stockholders from 25% to 15%.
This description of the amendment to the By-laws is a summary only and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
| Item 9.01 | Financial Statements and 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.
| | | | | | |
Date:February 19, 2020 | | | | DOVER CORPORATION |
| | | | (Registrant) |
| | | | | | | |
| | | | By: | | /s/ Ivonne M. Cabrera |
| | | | | | Ivonne M. Cabrera |
| | | | | | Senior Vice President, General Counsel & Secretary |
