---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-134321"
form_type: "8-K"
ticker: "DOV"
cik: "0000029905"
company_name: "DOVER Corp"
filed_at: "2024-05-08T23:59:59+00:00"
generated_at: "2026-06-02T14:13:18.525951+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Dover shareholders approve officer exculpation amendment; all directors re-elected

## Summary
- Shareholders approved certificate amendment for officer exculpation (96.5M for, 20.2M against); filed May 7.
- All ten director nominees elected, with votes ranging from 111.1M to 116.5M for each.
- Ratification of PricewaterhouseCoopers as auditor for 2024 passed with 119.6M votes for.
- Advisory say-on-pay approved with 109.3M for, 7.3M against.

## SEC filing metadata
- accession: 0001193125-24-134321
- form_type: 8-K
- ticker: DOV
- cik: 0000029905
- company_name: DOVER Corp
- filed_at: 2024-05-08T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-134321
- JSON: https://secwatch.observer/filing/0001193125-24-134321.json
- Plain text: https://secwatch.observer/filing/0001193125-24-134321.txt

## Key facts
- Governance Changes
  DOVER Corp: Amendment to Fifth Restated Certificate of Incorporation to provide for exculpation of corporate officers as permitted by Delaware law, integrated into Sixth Restated Certificate of Incorporation (effective 2024-05-07).
  - Change: charter amendment
  - Effective: 2024-05-07
  source text: On May 3, 2024, Dover Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors, the shareholders of the Company approved a proposal to amend the Company’s Fifth Restated Certificate of Incorporation (the “Certificate Amendment”) to provide for exculpation of corporate officers as permitted by Delaware law. The Certificate Amendment became effective upon the filing of the Company’s Sixth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) on May 7, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm
- Shareholder Votes
  DOVER Corp shareholders approved Election of ten directors at the 2024-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: To elect ten directors: For Against Abstain Broker Non-Vote Deborah L. DeHaas 115,774,909 1,041,906 195,301 7,972,399
  evidence_url: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm
- Shareholder Votes
  DOVER Corp shareholders approved Approval of amendment to Fifth Restated Certificate of Incorporation regarding officer exculpation at the 2024-05-03 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: To approve an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Vote 96,549,118 20,201,451 261,547 7,972,399
  evidence_url: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm
- Shareholder Votes
  DOVER Corp shareholders approved Advisory vote on compensation of named executive officers at the 2024-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: To approve, on an advisory basis, the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Vote 109,345,902 7,320,389 345,825 7,972,399
  evidence_url: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm
- Shareholder Votes
  DOVER Corp shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2024 at the 2024-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024: For Against Abstain Broker Non-Vote 119,579,646 5,212,008 192,861 7,972,399
  evidence_url: https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/0001193125-24-134321-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.