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 10, 2023
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 | 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 10, 2023, the Board of Directors (the “Board”) of Dover Corporation (the “Company”) adopted amendments to the Company’s Amended and Restated By-laws (as so further amended, the “By-laws”), effective as of such date. The amendments update the procedures and disclosure requirements for the nomination of director candidates at meetings of stockholders, including to address Rule 14a-19 of the Securities Exchange Act of 1934, as amended, and also update requirements about stockholder lists at stockholder meetings, consistent with recent amendments to the Delaware General Corporation Law. The amendments also include various conforming, clarifying, technical, and non-substantive changes.
This description of the amendments 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. |
(d) | Exhibits. |
3.1 | Amended and Restated Bylaws of Dover Corporation (as amended through February 10, 2023). | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 16, 2023 | DOVER CORPORATION | |||||
(Registrant) | ||||||
By: | /s/ Ivonne M. Cabrera | |||||
Ivonne M. Cabrera | ||||||
Senior Vice President, General Counsel & Secretary |