UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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, 2013
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DOVER CORPORATION
(Exact name of registrant as specified in its charter)
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State of 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)
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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:
¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 14, 2013, the Board of Directors of Dover Corporation (the “Corporation”) elected Michael F. Johnston a director of the Corporation, expanding the number of seats on the Board from 12 to 13.
Mr. Johnston is currently on the boards of Flowserve Corporation (since 1997), serving also as the Chairman of the Corporate Governance and Nominating Committee and a member of the Finance Committee; Whirlpool Corporation (since 2003), serving as Presiding Director, Chairman of its Corporate Governance and Nominating Committee and a member of its Audit Committee; and Armstrong World Industries (since 2010).
There are no family relationships between Mr. Johnston and other directors or officers of the Corporation. There have been no transactions nor are there any proposed transactions between the Corporation and Mr. Johnston that would require disclosure pursuant to Item 404(a) of Regulation S-K.
On February 14, 2013 the Board (i) determined that Mr. Johnston qualifies (a) as an “independent director” pursuant to the rules of the New York Stock Exchange and (b) qualifies as an “audit committee financial expert” pursuant to the rules of the U.S. Securities and Exchange Commission and has “accounting or related financial management expertise” pursuant to the rules of the New York Stock Exchange and (ii) appointed Mr. Johnston as a member of the Audit Committee of the Board.
Item 7.01 Regulation FD
Dover Corporation today issued the press release attached hereto as Exhibit 99.1, announcing the election of Mr. Johnston as a member of the Board of Directors.
The information furnished in or pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed to be incorporated by reference into any of Dover's filings with the SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(a) | Exhibits. |
The following exhibit is furnished as part of this report:
99.1 Dover Corporation Press Release dated February 14, 2013.
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 14, 2013 | DOVER CORPORATION | ||
(Registrant) | |||
By: | /s/ Ivonne M. Cabrera | ||
Ivonne M. Cabrera | |||
Senior Vice President, General Counsel & Secretary | |||
EXHIBIT INDEX
Number | Exhibit | |
99.1 | Press Release of Dover Corporation dated February 14, 2013 | |
Exhibit 99.1
CONTACT: | ||
Paul Goldberg | ||
Vice President - Investor Relations | ||
(212) 922-1640 | ||
MICHAEL F. JOHNSTON JOINS DOVER'S BOARD AS INDEPENDENT DIRECTOR
Downers Grove, IL, February 14, 2013 - Dover (NYSE: DOV) today announced that Michael F. Johnston has been elected to the Company's Board of Directors. He will serve as a member of the Company's Audit Committee. The addition of Mr. Johnston increases the size of the Board from 12 to 13 directors.
Robert A. Livingston, Dover's President and Chief Executive Officer, said “I am pleased to welcome Michael Johnston to our Board. Mike brings to us a wealth of leadership and operating experience and a deep understanding of corporate governance gained through his many years of serving on the boards of other global companies and as a former CEO of a multi-billion dollar industrial company. Mike's strong background in manufacturing, design, innovation, finance and emerging economies will be invaluable to Dover. I, and the entire Board, look forward to Mike's contributions in driving Dover's future success.”
About Mr. Johnston
Mr. Johnston, 65, has significant operating, financial and leadership experience in both domestic and international businesses. Mr. Johnston currently serves on the Boards of Flowserve Corporation (since 1997), Whirlpool Corporation (since 2003) and Armstrong World Industries (since 2010). Mr. Johnston had a distinguished career at Visteon Corporation where he most recently served as Chairman of the Board and Chief Executive Officer through 2008. Prior to Visteon, Mr. Johnston held various leadership positions at Johnson Controls. Mr. Johnston holds a bachelor's degree in industrial management from the University of Massachusetts and an MBA from Michigan State University.
About Dover
Dover is a diversified global manufacturer with annual revenues of over $8 billion. For over 50 years, Dover has been delivering outstanding products and services that reflect its market leadership and commitment to operational and technical excellence. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Dover focuses on innovative equipment and components, specialty systems and support services through its four major operating segments: Communication Technologies, Energy, Engineered Systems and Printing & Identification. Headquartered in Downers Grove, Illinois, Dover employs 35,000 people worldwide. Dover Corporation is traded on the New York Stock Exchange under “DOV.” Additional information is available on the company's website at www.dovercorporation.com.