Dover (NYSE: DOV) investors show strong director support, oppose independent chair proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dover Corporation reported the voting results from its Annual Meeting of Shareholders held on May 8, 2026. Shareholders cast over 100 million votes for each director nominee, such as 113,697,705 votes for Deborah L. DeHaas and 111,088,335 votes for Richard J. Tobin, with relatively low opposition and abstentions.

One management proposal received 116,228,921 votes for and 7,847,535 against, while another received 107,087,961 votes for and 8,026,009 against, each with limited abstentions. A shareholder proposal requesting an independent board chair received 41,420,407 votes for and 73,601,678 against, with 386,207 abstentions and 8,808,837 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Deborah L. DeHaas: 113,697,705 votes Votes for Richard J. Tobin: 111,088,335 votes Proposal vote with highest support: 116,228,921 votes for, 7,847,535 against +5 more

8 metrics

Votes for Deborah L. DeHaas 113,697,705 votes Director election at Annual Meeting on May 8, 2026

Votes for Richard J. Tobin 111,088,335 votes Director election at Annual Meeting on May 8, 2026

Proposal vote with highest support 116,228,921 votes for, 7,847,535 against Management proposal with no broker non-votes

Second major proposal support 107,087,961 votes for, 8,026,009 against Proposal with 8,808,837 broker non-votes

Independent chair proposal support 41,420,407 votes for Shareholder proposal requesting an independent board chair

Independent chair proposal opposition 73,601,678 votes against Shareholder proposal requesting an independent board chair

Independent chair abstentions 386,207 abstentions Shareholder proposal requesting an independent board chair

Broker non-votes on independent chair item 8,808,837 broker non-votes Shareholder proposal requesting an independent board chair

Key Terms

Annual Meeting of Shareholders, Broker Non-Votes, shareholder proposal, independent board chair, +1 more

5 terms

Annual Meeting of Shareholders financial

"On May 8, 2026, Dover Corporation held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes financial

"For each director election line, the table lists Broker Non-Votes of 8,808,837"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

shareholder proposal financial

"4. To consider a shareholder proposal requesting an independent board chair"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

independent board chair financial

"To consider a shareholder proposal requesting an independent board chair"

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/12/2026 - 04:46 PM

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 8, 2026

LOGO

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
3.500% Notes due 2033	DOV 33	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 5.07 Submission of Matters to a Vote of Security Holders.

On May 8, 2026, Dover Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders:

(1)

elected nine directors,

(2)

ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026,

(3)

approved, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”) 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)

rejected a shareholder proposal requesting an independent board chair.

The voting results for each such proposal are reported below.

To elect nine directors:


	For		Against		Abstained		Broker Non-Votes
Deborah L. DeHaas		113,697,705		1,492,992		217,595	8,808,837
H. John Gilbertson, Jr.		109,370,509		5,879,670		158,113	8,808,837
Kristiane C. Graham		111,672,235		3,576,971		159,086	8,808,837
Marc A. Howze		114,925,878		320,852		161,562	8,808,837
Michael Manley		114,892,368		357,746		158,178	8,808,837
Danita K. Ostling		113,176,985		2,004,784		226,523	8,808,837
Eric A. Spiegel		114,891,742		354,049		162,501	8,808,837
Richard J. Tobin		111,088,335		3,877,988		441,969	8,808,837
Keith E. Wandell		111,375,115		3,871,759		161,418	8,808,837

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026:


For	Against	Abstained	Broker Non-Votes
116,228,921	7,847,535	140,673	—

To approve, on an advisory basis, the compensation of the Company’s NEOs:


For	Against	Abstained	Broker Non-Votes
107,087,961	8,026,009	294,322	8,808,837

4. To consider a shareholder proposal requesting an independent board chair:


For	Against	Abstained	Broker Non-Votes
41,420,407	73,601,678	386,207	8,808,837

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

104		Cover Page Interactive Data File (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: May 12, 2026	DOVER CORPORATION
	(Registrant)

	By:	/s/ Ivonne M. Cabrera
		Ivonne M. Cabrera
		Senior Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Dover (DOV) disclose in this 8-K filing?

Dover reported detailed voting results from its May 8, 2026 Annual Meeting of Shareholders. The filing lists votes for each director nominee and several shareholder proposals, including a resolution on appointing an independent board chair, along with broker non-votes and abstentions.

How did Dover (DOV) shareholders vote on director nominees?

Each Dover director nominee received strong shareholder support, with over 100 million votes cast in favor. For example, Deborah L. DeHaas received 113,697,705 votes for, 1,492,992 against, and 217,595 abstentions, alongside 8,808,837 broker non-votes recorded for her election item.

What were the results of Dover’s independent board chair proposal?

The shareholder proposal requesting an independent board chair received 41,420,407 votes for and 73,601,678 against. There were 386,207 abstentions and 8,808,837 broker non-votes, indicating substantially more opposition than support among shares voted on this governance change.

How many votes supported Dover’s other key proposals at the 2026 meeting?

One proposal received 116,228,921 votes for, 7,847,535 against, and 140,673 abstentions. Another proposal drew 107,087,961 votes for, 8,026,009 against, and 294,322 abstentions, along with 8,808,837 broker non-votes, showing generally favorable shareholder voting outcomes overall.

What are broker non-votes in Dover’s 2026 Annual Meeting results?

Broker non-votes occur when brokers hold shares but lack instructions to vote on certain proposals. Dover’s results show 8,808,837 broker non-votes for director elections and some proposals, meaning those shares were counted for quorum but not as votes for or against those items.

When and where was Dover’s 2026 Annual Meeting of Shareholders held?

The Annual Meeting of Shareholders took place on May 8, 2026. Dover’s principal executive offices are located at 3005 Highland Parkway, Downers Grove, Illinois 60515, and the meeting date anchors the voting results disclosed in this current report on Form 8-K.

Filing Exhibits & Attachments

4 documents