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): November 4, 2015
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
| 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)
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 November 4, 2015, the Board of Directors of Dover Corporation (the “Corporation”) elected Keith E. Wandell a director of the Corporation, expanding the number of seats on the Board from 12 to 13.
Mr. Wandell is currently on the boards of Dana Holding Corporation (since 2008), serving as Chairman of its Compensation Committee, and Constellation Brands (since 2011), serving as a member of its Human Resources Committee.
There are no family relationships between Mr. Wandell and other directors or officers of the Corporation. There have been no transactions nor are there any proposed transactions between the Corporation and Mr. Wandell that would require disclosure pursuant to Item 404(a) of Regulation S-K.
On November 4, 2015, the Board (i) determined that Mr. Wandell qualifies (a) as an “independent director” pursuant to the rules of the New York Stock Exchange (the “NYSE”) and (b) qualifies as an “audit committee financial expert” pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”) and has “accounting or related financial management expertise” pursuant to the rules of the NYSE and (ii) appointed Mr. Wandell as a member of the Audit Committee of the Board.
| Item 7.01 | Regulation FD |
On November 4, 2015, the Corporation issued the press release attached hereto as Exhibit 99.1, announcing the election of Mr. Wandell 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 the Corporation’s filings with the SEC under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is furnished as part of this report:
99.1 Dover Corporation Press Release dated November 4, 2015.
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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: November 4, 2015 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
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EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press Release of Dover Corporation dated November 4, 2015 |
Exhibit 99.1
| Investor Contact: |
Media Contact: | |
| Paul Goldberg |
Adrian Sakowicz | |
| Vice President – Investor Relations |
Vice President - Communications | |
| (212) 922-1640 |
(630) 743-5039 | |
| peg@dovercorp.com |
asakowicz@dovercorp.com |
KEITH E. WANDELL JOINS DOVER’S BOARD AS INDEPENDENT DIRECTOR
Downers Grove, IL, November 4, 2015 - Dover (NYSE: DOV) today announced that Keith E. Wandell, former Chairman and Chief Executive Officer of Harley-Davidson, Inc., has been appointed to Dover’s Board of Directors and Audit Committee. The addition of Mr. Wandell 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 Keith Wandell to our Board. With the addition of Keith, the Board gains the valuable perspective of a strategic, experienced leader with a strong record focused on growth, profitability, international expansion and innovation. We welcome him and look forward to his contributions to Dover’s future success.”
Mr. Wandell, 66, has significant operating, financial and leadership experience in both domestic and international businesses. He also serves on the boards of directors of Dana Holding Corporation and Constellation Brands, Inc. He served as Chief Executive Officer of Harley-Davidson, Inc. from 2009 to 2015. Before joining Harley-Davidson, he held various leadership positions at Johnson Controls, Inc., including President and Chief Operating Officer.
About Dover:
Dover is a diversified global manufacturer with annual revenues of approximately $7 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for 60 years, our team of 26,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at www.dovercorporation.com.