UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
Dover Corporation (the “Company”) has elected to change the recordkeeper for the Dover Corporation Retirement Savings Plan (the “Plan”). As a result of this change, there will be a blackout period in which Plan participants and beneficiaries will be temporarily unable to exercise certain rights otherwise available under the Plan, including the ability to transfer funds into or out of the Dover Stock Fund held in the Plan (the “Blackout”). The Blackout period is expected to begin September 14, 2020 and last through October 9, 2020. During the Blackout, the Company’s directors and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Company common stock or derivative security with respect to Company common stock acquired in connection with their service or employment as a director or officer.
On August 7, 2020, the Company sent a notice (the “Blackout Notice”) to its directors and executive officers, informing them of the Blackout and the trading restrictions to be imposed on them. This Blackout Notice and the trading restrictions are required by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR (i.e., the Blackout Trading Restriction) promulgated by the U.S. Securities and Exchange Commission. The foregoing description of the Blackout Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the Blackout Notice, which is attached hereto as Exhibits 99.1, and is incorporated herein by reference.
Any inquiries about the Blackout may be directed to: RetirementPlans@dovercorp.com, or Annabel Havill, Global Benefits Manager, 3005 Highland Ave, Downers Grove, IL, 60515, 630-743-5168.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished as part of this report:
| 99.1 | Blackout Notice, dated August 7, 2020, provided to directors and Section 16 officers of Dover. | |
| 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: August 7, 2020 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
Exhibit 99.1
Formal Notice of Blackout Period
Under the
Dover Corporation Retirement Savings Plan
(As Required Under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002)
| To: | All Executive Officers and Directors of Dover Corporation Securities and Exchange Commission | |
| From: | Ivonne M. Cabrera, Senior Vice President, General Counsel and Secretary, Dover Corporation | |
| Date: | August 7, 2020 | |
| Subject: | Notice of Trading Blackout Period | |
This Notice is being provided to you pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002. The purpose of this Notice is to inform you of an impending “blackout period” under the Dover Corporation Retirement Savings Plan (the “Plan”), during which you will be generally prohibited from effecting any direct or indirect transactions in Dover Corporation common stock, par value $1.00 per share (together with any derivative security thereof, “Company Stock”), that you acquired in connection with your employment or service as an executive officer or director of Dover Corporation (the “Company”). We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the blackout period. In addition, we are required to file this Notice with the Securities Exchange Commission as part of a Form 8-K.
Reasons for Blackout Period
The Company has elected to change the recordkeeper for the Plan. As a result of this change, there will be a blackout period in which Plan participants and beneficiaries will be temporarily unable to exercise certain rights otherwise available under the Plan, including the ability to transfer funds into or out of the Dover Stock Fund held in the Plan. This period, during which participants and beneficiaries will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.”
The blackout period is expected to begin September 14, 2020 and last through October 9, 2020. If there are any adjustments to the beginning date or the length of the blackout period, the Company will provide you with notice of such adjustment as soon as reasonably practicable.
Restrictions on Executive Officers and Directors During the Blackout Period
Because participants and beneficiaries of the Plan will be unable to move assets into or out of the Dover Stock Fund during the blackout period, the Company’s executive officers and directors will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the blackout period. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale or other acquisition or transfer of any Company Stock that you acquired in connection with your employment or service as an executive officer or director of the Company, including, but not limited to, any Company Stock acquired through the Plan. For this purpose, there is a rebuttable presumption that any Company Stock that you attempt to transfer during the blackout period was acquired in connection with your employment or service.
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If you participate in the Plan, during the blackout period you will be unable to access, make any changes or request any transactions in your account.
Who to Contact for Additional Information
If you have any questions about this Notice or the blackout period generally, you may contact RetirementPlans@dovercorp.com, or Annabel Havill, Global Benefits Manager, 3005 Highland Ave, Downers Grove, IL, 60515, 630-743-5168.
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