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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DOVER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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[DOVER CORPORATION LOGO]
------------------------------
Notice Of Annual Meeting Of Stockholders
------------------------------
March 14, 2001
TO THE STOCKHOLDERS:
Please take notice that the Annual Meeting of Stockholders of DOVER
CORPORATION will be held at the 3rd Floor Board Room, Wilmington Trust Company,
1100 North Market Street, Rodney Square North, Wilmington, Delaware 19801, on
April 24, 2001, at 10:00 A.M., for the following purposes:
1. To elect nine directors;
2. To transact such other business as may properly come before the meeting.
Only holders of record of the outstanding common stock at the close of
business on February 28, 2001 are entitled to notice of and to vote at the
meeting or any adjournments thereof.
By authority of the Board of Directors,
ROBERT G. KUHBACH
Secretary
THIS YEAR DOVER IS PLEASED TO OFFER ITS STOCKHOLDERS THE CHOICE OF VOTING
THEIR SHARES BY RETURNING THE ENCLOSED PROXY BY MAIL OR VIA A TOLL-FREE
TELEPHONE NUMBER. INSTRUCTIONS FOR VOTING BY THESE TWO ALTERNATIVES ARE PRINTED
ON THE ENCLOSED PROXY CARD.
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DOVER CORPORATION
PROXY STATEMENT
GENERAL
This statement is furnished to the stockholders of Dover Corporation
(hereinafter called the "Company" or "Dover"), whose principal executive offices
are at 280 Park Avenue, New York, NY 10017, in connection with the solicitation
of proxies by the Board of Directors for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on April 24, 2001 or any adjournments
thereof, for the purposes set forth in the notice of meeting. Dover will pay the
reasonable and actual costs of soliciting proxies, but no amount will be paid to
any officer or employee of Dover or its subsidiaries as compensation for
soliciting proxies. In addition to solicitation by mail, Dover has retained
Morrow & Co. to solicit brokerage houses and other custodians, nominees or
fiduciaries and to send proxies and proxy material to the beneficial owners of
such shares, at a cost not to exceed $12,000. This statement and the proxy form
are being first sent to the stockholders on or about March 14, 2001.
As of the close of business on February 28, 2001, the record date for
determining stockholders eligible to vote at the Meeting, Dover had outstanding
203,297,745 shares of common stock. Each share of common stock is entitled to
one vote on all matters.
Dover will provide to each person solicited herein, on the written request
of any such person, a copy of Dover's 2000 Annual Report on Form 10-K including
the financial schedules thereto, filed with the Securities and Exchange
Commission, all without charge (except that the Company may charge for any
exhibit). A request for the Form 10-K should be directed to the Corporate
Secretary at Dover's office, 280 Park Avenue, New York, NY 10017. A copy of the
Form 10-K (without exhibits) may also be obtained from Dover's internet website,
http://www.dovercorporation.com.
The shares covered by each proxy will be voted for the election of the nine
nominees for director or their substitutes as indicated below unless directed
otherwise in the proxy in which case the shares will be voted as directed. The
proxy also grants discretionary authority to the persons named as proxies in
connection with other matters that may properly come before the Meeting to the
full extent allowed by the rules under the Securities Exchange Act of 1934, as
amended.
Abstentions and broker non-votes will be included in determining whether a
quorum exists at the Meeting. The election of directors requires a plurality of
shares of common stock present in person or by proxy at the Meeting and entitled
to vote thereon. Stockholders may not cumulate their votes. In determining
whether a proposal specified in the notice of meeting has received the requisite
number of affirmative votes, abstentions and broker non-votes will have the same
effect as votes against the proposal, except with respect to the election of
directors where abstentions and broker non-votes will result in the respective
nominees receiving fewer votes but will have no effect on the outcome of the
vote.
A person giving a proxy by mail or by telephone may revoke it at any time
before it is exercised, by giving written notice to the Secretary of Dover at
the address referred to above or by attending the Meeting and requesting in
writing the cancellation of the proxy.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is the ownership, as of February 28, 2001 (except as
otherwise stated), of the number of shares and percentage of Company common
stock beneficially owned by: (i) each Director and nominee for Director, (ii)
each Executive Officer listed in the compensation table, (iii) all Directors,
nominees and Executive Officers of Dover as a group and (iv) all persons or
entities beneficially owning more than 5% of the outstanding Company common
stock; each such entity reported beneficial ownership only of the shares held in
accounts for which it was investment manager or investment advisor and
disclaimed being part of a group for all purposes other than Securities and
Exchange Commission reporting purposes. Unless otherwise indicated, the business
address for all Directors and Executive Officers is c/o Dover Corporation, 280
Park Avenue, New York, NY 10017.
NUMBER OF SHARES(1) PERCENTAGE
------------------- ----------
David H. Benson........................................ 12,800(2) *
Lewis E. Burns......................................... 514,292 *
Jean-Pierre M. Ergas................................... 28,200(3) *
Roderick J. Fleming.................................... 10,800 *
Kristiane C. Graham.................................... 1,712,232(4) *
Rudolf J. Herrmann..................................... 179,737 *
James L. Koley......................................... 27,800(5) *
Richard K. Lochridge................................... 5,450 *
John E. Pomeroy........................................ 343,647 *
Thomas L. Reece........................................ 758,057(6) *
Gary L. Roubos......................................... 439,636(7) *
Michael B. Stubbs...................................... 324,238(8) *
Jerry W. Yochum........................................ 172,607 *
Directors and Executive Officers as a Group............ 4,971,054 2.4%
G.E. Asset Management Incorporated..................... 10,975,693(9) 5.4%
3003 Summer Street
Stamford, CT 06904
- ---------------
* Less than one percent.
(1) Includes shares which are (a) owned by officers in the Company's Retirement
Savings Plan, totaling 190,947 shares as of December 31, 2000 and (b)
subject to options exercisable within 60 days for the following persons: Mr.
Burns, 210,865 shares; Mr. Herrmann, 132,035 shares; Mr. Pomeroy, 209,689
shares; Mr. Reece, 448,085 shares; Mr. Roubos, 21,610 shares; Mr. Yochum,
137,262 shares; and all Directors and Executive Officers as a group,
1,405,097 shares.
(2) Includes 1,000 shares held by his spouse.
(3) Includes 20,000 shares held by a limited partnership of which Mr. Ergas is
the Managing General Partner.
(4) Includes 1,287,968 shares held by a charitable foundation of which Ms.
Graham is a director and 550 shares owned by her spouse, as to all of which
shares she disclaims beneficial ownership, and 92,208 shares held by trusts
of which she is co-trustee.
(5) Includes 1,000 shares held by his spouse and 4,000 shares held by a
retirement plan as to which Mr. Koley is a co-trustee and beneficiary.
(6) Includes 75,410 shares held by his spouse.
(7) Includes 125,848 shares held by his spouse and 19,497 shares held by a
limited liability company as to which he disclaims any beneficial interest.
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(8) Includes 500 shares held by his spouse as to which Mr. Stubbs disclaims
beneficial ownership, 17,500 shares held by a family trust, and 182,632
shares held by trusts of which Mr. Stubbs is a co-trustee and various
members of his immediate family are beneficiaries. Excludes 2,368,728 shares
held by trusts of which Mr. Stubbs or members of his immediate family are
beneficiaries.
(9) Includes 4,825,721 shares owned by Trustees of General Electric Pension
Trust for which G. E. Asset Management Incorporated ("GEAM") is the
Investment Manager and 6,149,972 shares owned by certain other entities and
accounts for which GEAM is Investment Advisor. GEAM is a wholly-owned
subsidiary of General Electric Company ("GE"). GE disclaims beneficial
ownership of all shares.
1. ELECTION OF DIRECTORS
The persons named as proxies will vote the shares covered by a proxy for
the election as directors of the nine nominees listed below unless directed
otherwise in the proxy, in which case the shares will be voted as directed. If
any such nominee for election is not for any reason a candidate for election at
the Meeting, an event which management does not anticipate, the proxies will be
voted for a substitute nominee or nominees as may be designated by the Board of
Directors and for the others named below. All the nominees are presently
directors. Each director elected at the Meeting will serve until the election
and qualification of his or her successor.
Directors will be elected by a plurality of the votes cast. Votes may be
cast only for the nominees listed below. The accompanying proxy will be voted
for the nominees in the absence of instructions to the contrary.
YEAR FIRST
BUSINESS EXPERIENCE FOR PAST FIVE YEARS, BECAME
NAME AND AGE POSITIONS WITH DOVER, AND OTHER DIRECTORSHIPS DIRECTOR
------------ --------------------------------------------- ----------
David H. Benson................... Chairman, Charter European Trust Plc. (financial 1995
63 management); Chairman of The Charities Official
Investment Fund; formerly Vice Chairman of The
Kleinwort Benson Group, Plc.; Director of The Rouse
Company (real estate development), Daniel Thwaites
Plc. (beverage manufacturer), B. G. Plc. (British gas
company) and Murray International Investment Trust
(since October 1999; financial management).
Jean-Pierre M. Ergas.............. Chairman and Chief Executive Officer, BWAY 1994
61 Corporation (since January 2000; steel manufacturer);
previously Executive Vice President, Europe, Alcan
Aluminum, Ltd. (from 1996 through 1999; aluminum
manufacturer); Director of ABC Rail Products
Corporation (rail equipment manufacturer) and
Brockway Standard Holdings Corporation (container
manufacturer).
Roderick J. Fleming............... Managing Partner, Fleming Family & Partners (since 1995
47 August, 2000); previously Chairman, Robert Fleming
Holdings Ltd. (financial management); Chairman (since
September 2000) and Director (since February 1996) of
Ian Fleming (Glidrose) Publications, Ltd.; Director
of Aurora Exploration and Development Corporation
Ltd. (from 1992 through November 1999; natural
resources), Updown Investment Company Ltd. (from 1994
through 1999; financial management) and West Rand
Consolidated Mines Limited (from 1994 through
November 1999; natural resources).
Kristiane C. Graham............... Private Investor. 1999
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YEAR FIRST
BUSINESS EXPERIENCE FOR PAST FIVE YEARS, BECAME
NAME AND AGE POSITIONS WITH DOVER, AND OTHER DIRECTORSHIPS DIRECTOR
------------ --------------------------------------------- ----------
James L. Koley.................... Chairman, Koley Jessen, P.C. (law firm); Chairman of 1989
70 the Board of Directors of Arts-Way Manufacturing Co.,
Inc. (agricultural manufacturing).
Richard K. Lochridge.............. President, Lochridge & Company, Inc. (management 1999
51 consulting firm); Director of The Lowe's Company,
Inc. (home improvement); PETsMART (pet supplies) and
John H. Harland Company (financial marketing
services).
Thomas L. Reece................... Chairman of the Board (since May 1999), President and 1993
58 Chief Executive Officer of Dover.
Gary L. Roubos.................... Retired Chairman of the Board of Dover (through May 1976
64 1999); Director of Bell & Howell Company (information
management) and Omnicom Group, Inc. (advertising).
Michael B. Stubbs................. Private Investor; Director of Moore-Handley, Inc. 1999
52 (wholesale hardware distributor) and Lyons, Stubbs &
Tompkins, Inc. (through 1996; investment advisors).
During 2000, the Board of Directors held four meetings. The Board has three
standing committees, namely an Audit Committee, a Compensation Committee and an
Executive Committee. All directors were present at all Board meetings and the
Committee meetings mentioned below except for Roderick Fleming who attended
three Board of Directors meetings and one Audit Committee meeting.
The Audit Committee is composed of five directors who are not employees of
the Company. The functions of the Audit Committee consist of recommending
annually to the Board of Directors the appointment of the independent auditors;
reviewing with management and such auditors the audit plan and results of the
auditing engagement; and reviewing management's program for ensuring the
adequacy of Dover's system of internal accounting controls. See Audit Committee
Report beginning on page 12. In 2000, the Audit Committee held two meetings. The
members of the Audit Committee are James L. Koley (Chairman), David H. Benson,
Roderick J. Fleming, Gary L. Roubos and Michael B. Stubbs.
The Compensation Committee is composed of three directors who are not
employees of the Company. The Compensation Committee approves compensation for
executive officers, grants, awards and payouts under the stock option plan and
performance program and compensation plan changes, and supervises the
administration of the compensation plans. See Compensation Committee Report
beginning on page 10. In 2000, the Compensation Committee held three meetings.
The members of the Compensation Committee are Richard K. Lochridge (Chairman),
Jean-Pierre M. Ergas and Kristiane C. Graham.
The Executive Committee is composed of four directors. The Executive
Committee is generally empowered to act unanimously on behalf of the Board and
meets or otherwise takes action on an as needed basis between the regularly
scheduled quarterly Board meetings. The Executive Committee held one meeting
during 2000. The members of the Executive Committee are Gary L. Roubos
(Chairman), Jean-Pierre M. Ergas, James L. Koley and Thomas L. Reece.
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DIRECTORS' COMPENSATION
Management directors receive no compensation for services as a director or
as a member of any Committee. Under the Dover 1996 Non-Employee Directors' Stock
Compensation Plan (the "Directors' Plan"), non-employee directors are granted
2,000 shares of the Company's common stock per year as their primary
compensation for serving as directors. If any director serves for less than a
full calendar year, the number of shares to be granted to that director for the
year will be adjusted pro rata, based on the number of days he or she served as
a Director during such year. For 2000, each non-employee director received 2,000
shares. Each non-employee director received a fee of $2,000 for serving on any
of the Board Committees and also received $1,500 for each Board or Committee
meeting attended.
Each non-employee director may serve as a director of one of the Company's
four independent subsidiary Boards, in which case he or she receives $1,500 for
each subsidiary company board meeting attended. During 2000, David H. Benson,
Kristiane C. Graham, James L. Koley and Michael B. Stubbs received $3,000,
$4,500, $4,500 and $4,500, respectively, for attending such subsidiary board
meetings.
James L. Koley is Chairman of Koley Jessen, P.C., a Nebraska law firm which
from time to time performs legal services on behalf of Dover.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below shows all remuneration paid by Dover
and its subsidiaries to the Chief Executive Officer and the four other most
highly paid executive officers for services in all capacities for each of the
three calendar years ended December 31, 2000.
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
---------------------------- --------------------------
AWARDS PAYOUTS
------------ -----------
SECURITIES LONG-TERM
UNDERLYING INCENTIVE ALL
NAME AND OPTIONS PLAN OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (#)(2)(3) PAYOUTS(4) COMPENSATION(5)
------------------ ---- -------- ---------- ------------ ----------- ----------------
Thomas L. Reece.................... 2000 $920,000 $1,250,000 165,073 $1,265,485 $ 8,200
Chairman, President and Chief 1999 850,000 1,100,000 85,280 427,442 8,000
Executive Officer of Dover 1998 825,000 850,000 235,131 1,207,380 6,000
Lewis E. Burns..................... 2000 550,000 420,000 45,854 731,338 8,200
Vice President of Dover; 1999 510,000 410,000 22,265 875,770 8,000
Director and President of Dover 1998 495,000 375,000 25,822 1,035,868 4,000
Industries, Inc.
Rudolf J. Herrmann................. 2000 500,000 340,000 39,893 -- 4,200
Vice President of Dover; 1999 480,000 310,000 18,786 191,536 7,000
Director and President of Dover 1998 465,000 325,000 23,488 644,009 7,000
Resources, Inc.
John E. Pomeroy.................... 2000 575,000 525,000 52,732 1,055,225 21,125
Vice President of Dover; 1999 520,000 440,000 23,540 546,805 102,250
Director and President of Dover 1998 505,000 330,000 24,801 454,979 91,600
Technologies, Inc.
Jerry W. Yochum.................... 2000 535,000 410,000 44,707 736,147 13,770
Vice President of Dover; 1999 490,000 390,000 21,453 667,984 13,570
Director and President 1998 465,000 340,000 24,217 712,484 13,570
of Dover Diversified, Inc.
- ---------------
(1) The bonus amount is determined as described in the Compensation Committee
Report beginning on page 10 of this proxy statement. Cash bonuses for the
calendar years shown have been listed for the year earned, and are generally
paid in February of the following calendar year. Bonuses for 2000 paid to
certain officers listed in this table were awarded under the Company's
Executive Officer Annual Incentive Plan (the "Incentive Plan"). Perquisites
and other personal benefits paid to each officer in each instance aggregated
less than $50,000 or 10% of total salary plus bonus, and accordingly are
omitted from the table.
(2) Awards are shown for services performed in the calendar year indicated but
were granted in February of the following year.
(3) Mr. Reece's award for calendar year 1998 includes 144,839 option shares
granted as a special, one-time bonus to reflect Mr. Reece's contribution to
the successful sale of Dover's elevator operations, which closed on January
5, 1999.
(4) The payout amount is determined as described under Long-Term Incentive Plan
Awards for Calendar Year 2001 on page 8. Amounts shown represent payouts for
the three-year performance period ended with the year shown.
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(5) Represents Company contributions to the Dover Retirement Savings Plan,
Company payments to other defined contribution plans and Company paid life
insurance premiums on split dollar term life insurance. For 2000, these
amounts are detailed as follows:
DOVER OTHER DEFINED
RETIREMENT CONTRIBUTION INSURANCE
NAME SAVINGS PLAN PLANS PREMIUMS TOTAL
---- ------------ ------------- --------- -------
T. L. Reece................................. $8,200 $ -- $ -- $ 8,200
L. E. Burns................................. 8,200 -- -- 8,200
R. J. Herrmann.............................. 4,200 -- -- 4,200
J. E. Pomeroy............................... 4,125 17,000* -- 21,125
J. W. Yochum................................ 8,200 -- 5,570 13,770
- ---------------
* Contributed to Mr. Pomeroy's profit sharing account.
INCENTIVE PROGRAMS
The Company has an Incentive Stock Option Plan and Cash Performance Program
(the "Performance Plan"), adopted in 1995 (replacing a similar plan which
expired in January 1995), which provides for stock options coordinated with cash
performance awards. At the time of grant, allocations are made such that of each
combined award, greater emphasis is given to cash performance awards at the
operating level, and greater emphasis is given to stock options at the corporate
level. Information on current grants and cash performance awards is given below.
For payouts on prior awards under this program see the Summary Compensation
Table on page 6.
OPTION GRANTS IN LAST CALENDAR YEAR
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE PRESENT
NAME GRANTED(#)(1) CALENDAR YEAR ($/SHARE) EXPIRATION DATE VALUE($)(2)
---- ------------- ------------- --------- ----------------- -----------
Thomas L. Reece...... 85,280 9 $39 February 10, 2010 $1,106,934
Lewis E. Burns....... 22,265 2 39 February 10, 2010 289,000
Rudolf J. Herrmann... 18,786 2 39 February 10, 2010 243,842
John E. Pomeroy...... 23,540 3 39 February 10, 2010 305,549
Jerry W. Yochum...... 21,453 2 39 February 10, 2010 278,460
- ---------------
(1) All options shown were granted in 2000 for services performed in 1999 and
correspond to the awards shown in the Summary Compensation Table for 1999.
The options become exercisable on February 10, 2003. The awards made in
February 2001 with respect to services performed in 2000 are shown in the
Summary Compensation Table for 2000 on page 6.
(2) The grant date present values were determined using the Black-Scholes option
pricing model applied as of the grant date. The assumptions used in applying
this model were: expected life of 6 years; expected dividend yield of 1.18%;
average stock price volatility of 22.57% and a risk-free interest rate of
6.91%, which represents the approximate yield of a zero coupon Treasury Bond
on the date of grant with a maturity date similar to the assumed exercise
period. This resulted in a discounted per share value of $12.98 (33.28% of
the option price). The valuation model was not adjusted for risk of
forfeiture or any vesting or transferability restrictions of the options,
all of which would reduce the value of the options if factored into the
calculation. The Black-Scholes model generates a theoretical value based on
the assumptions stated above and this value is not intended to be used for
predicting the future prices of the Company's common stock nor is there any
assurance that the theoretical value or any other value will be achieved.
The actual value of the options will depend on the future performance of the
Company's common stock, the overall market conditions and the executive
officer's continued service with the
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Company. The value ultimately realized by the executive officer will depend
on the amount by which the market price of the Company's common stock on the
date of exercise exceeds the exercise price.
AGGREGATED OPTION EXERCISES IN LAST CALENDAR YEAR AND YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES YEAR END(#) YEAR END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
Thomas L. Reece.......... -- $ -- 368,112 400,384 $7,357,585 $2,576,300
Lewis E. Burns........... -- -- 189,286 69,666 4,473,916 358,204
Rudolf J. Herrmann....... 6,240 213,832 112,136 62,173 2,352,005 325,787
John E. Pomeroy.......... -- -- 187,076 70,954 4,467,009 355,379
Jerry W. Yochum.......... -- -- 117,492 65,440 2,482,648 334,166
- ---------------
(1) Calculated by determining the difference between the exercise price and the
average of the high and low market price of Dover common stock (as reported
on the New York Stock Exchange-Composite Transactions) for the exercise
dates or December 31, 2000, as the case may be. The average of the high and
low market price on December 31, 2000 was $39.9375.
LONG-TERM INCENTIVE PLAN AWARDS FOR CALENDAR YEAR 2001
ESTIMATED FUTURE
PERFORMANCE OR PAYOUTS UNDER
OTHER PERIOD NON-STOCK
FEBRUARY 2001 UNTIL MATURATION PRICE BASED
NAME AWARD OR PAYOUT PLANS(1)
---- ------------- ---------------- ----------------
Thomas L. Reece................................. $432,000 2001-2003 $432,000
Lewis E. Burns.................................. 470,000 2001-2003 470,000
Rudolf J. Herrmann.............................. 408,900 2001-2003 408,900
John E. Pomeroy................................. 540,500 2001-2003 540,500
Jerry W. Yochum................................. 458,250 2001-2003 458,250
- ---------------
(1) The actual cash payout at the end of the three-year performance measurement
period will be equal to the award amount multiplied by a percentage which is
derived from a performance matrix, or table, which uses two performance
parameters: (1)(a) real (inflation adjusted) growth in earnings per share,
or (b) real growth in operating earnings; and (2)(a) return on equity, or
(b) return on investment (ROI). Parameters (1)(a) and (2)(a) apply to Mr.
Reece and other corporate officers and parameters (1)(b) and (2)(b) apply to
the other four listed officers and those participating officers at
independent subsidiaries and operating companies.
There is no payout if growth in earnings is not achieved; there is no
payout if return on equity or ROI is less than 10 percent. Moreover, the
earnings in the base year (the year preceding the award year) from which
earnings growth is measured may not be less than an amount equal to 10 percent
of equity or 10 percent of invested capital.
There is a $2 million limit on the amount of any annual individual payout,
and the aggregate payout at each appropriate business unit may not exceed an
amount equal to 30% of the average annual nominal earnings increase over the
three-year performance period. The same plan is applied to three separate
"Business Units" as follows: (a) the entire company for corporate officers, (b)
the market segment subsidiaries for their respective officers, and (c) operating
businesses for their respective officers.
Given the foregoing, the range of payouts is large. For the past three
years, the amounts shown in the Payout Column of the Summary Compensation Table
represent percentage payouts from 0% to 414.9% of the
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award given three years prior to the year of the payout. Earned payouts may not
exceed 1,562%. Given this range, it is difficult to forecast the required
estimates called for by this column; the amounts shown above, payable in
February 2004, represent payouts at the 100% level on the aforementioned matrix.
This could be achieved with real average annual earnings growth of 7% and a
ROI/Return on Equity of 13% over the three-year performance period, or various
other similar combinations of growth and ROI. Actual payouts for the three-year
performance period ended December 31, 2000 (shown on the Summary Compensation
Table, on page 6) were: Mr. Reece 365.8%, Mr. Burns 196.6%, Mr. Pomeroy 270.7%
and Mr. Yochum 216.0%.
RETIREMENT PLANS
Dover has a number of defined benefit and defined contribution pension
plans covering substantially all employees of the Company and its domestic and
foreign subsidiaries. Dover also has unfunded supplemental executive retirement
plans and other similar unfunded retirement programs ("SERPs") which provide
supplemental retirement benefits for eligible employees including certain
officers of Dover and its subsidiaries. These supplemental plans basically
extend retirement benefits to cover compensation not covered by underlying
qualified plans because of Federal statutory limitations. Pursuant to those
plans, payments will be made at the appropriate time (e.g., retirement) to such
officers and other plan participants.
Benefits under various defined benefit and defined contribution plans and
related SERPs are based generally upon (i) final average compensation, defined
as the highest 60 months of compensation out of the last 120 months and (ii) the
years of benefit service. The following table sets forth the aggregate estimated
annual benefits payable upon normal retirement pursuant to the Company's
retirement plans.
PENSION PLAN TABLE
YEARS OF SERVICE
----------------------------------------------------------
FINAL AVERAGE COMPENSATION 15 20 25 30 35
- -------------------------- -- -- -- -- --
800,000 240,000 320,000 400,000 480,000 480,000
900,000 270,000 360,000 450,000 540,000 540,000
1,000,000 300,000 400,000 500,000 600,000 600,000
1,100,000 330,000 440,000 550,000 660,000 660,000
1,200,000 360,000 480,000 600,000 720,000 720,000
1,300,000 390,000 520,000 650,000 780,000 780,000
1,400,000 420,000 560,000 700,000 840,000 840,000
1,500,000 450,000 600,000 750,000 900,000 900,000
1,600,000 480,000 640,000 800,000 960,000 960,000
1,700,000 510,000 680,000 850,000 1,020,000 1,020,000
1,800,000 540,000 720,000 900,000 1,080,000 1,080,000
1,900,000 570,000 760,000 950,000 1,140,000 1,140,000
2,000,000 600,000 800,000 1,000,000 1,200,000 1,200,000
Compensation for plan purposes includes salary and annual bonus but
excludes any payments or stock option awards under the Performance Plan.
Generally, vesting of pension benefits occurs after completion of five years of
employment subsequent to age 18. The table above shows the estimated annual
benefit payable upon retirement on a straight life annuity basis to persons in
the specified remuneration and years of service classifications. The years of
covered employment for eligible persons named in the Summary Compensation Table
are: Mr. Reece 35, Mr. Burns 41, Mr. Herrmann 12, Mr. Pomeroy 15 and Mr. Yochum
17. All of these persons are vested. The benefit amounts listed in the table
include the annuitized portion of the defined contribution accumulation
attributable to Company contributions and one half of the social security
benefits to which the covered employee may be entitled.
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CHANGE OF CONTROL PROVISIONS
The Company has agreements with Mr. Reece and other officers including
those shown on the Summary Compensation Table designed to encourage each such
officer to continue to carry out his duties with the Company in the event of a
potential change of control of the Company. For purposes of these agreements, a
"change of control" occurs generally when (a) a person becomes beneficial owner
of 20% or more of the Company's common stock, (b) as a result of a business
combination or tender offer, a majority of the Board of Directors changes, or
(c) the stockholders approve a merger or other business combination, as a result
of which the Company ceases to be an independent public company. The agreements
provide that if within eighteen months following a change of control of the
Company the officer's employment is terminated either by the Company for other
than "cause" or "disability" or by such officer for "good reason" (all as
defined in the agreements), then such officer will receive a lump sum payment
equal to three times the highest base salary and annual bonus (but not any award
under the Performance Plan or any other compensation) received by such officer
in any of the most recent five years. The severance amounts to be paid may be
subject to reduction if the officer, at the time of termination, is within 36
months from his normal retirement age. In addition, upon termination, all cash
performance awards outstanding will immediately vest and be paid to the officer
and all stock options will immediately vest and become exercisable. Also, in the
event of a change of control, the present value of certain unfunded deferred
compensation plans, including the Company's SERP plans, will be paid immediately
to such officers in a lump sum.
The Internal Revenue Code of 1986, as amended (the "Code"), imposes certain
excise taxes on, and limits the deductibility of, certain compensatory payments
made by a corporation to or for the benefit of certain individuals if such
payments are contingent upon certain changes in the ownership or effective
control of the corporation or in the ownership of a substantial portion of the
assets of the corporation, and have an aggregate present value of more than
three times the individual's annualized includable compensation for the base
period, as defined in the Code. Although Dover payments would not be expected to
reach this amount in most cases, if an individual became subject to the excise
taxes, the Company would gross-up the individual's payments to make him or her
whole.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of independent outside directors. The Compensation Committee
approves compensation for executive officers, grants, awards and payouts under
the stock option plan and performance program and compensation plan changes, and
supervises the administration of the compensation plans. From time to time, most
recently in 2000, the Committee reviews studies done by its independent
compensation consultant as to the competitiveness of the Company's overall
executive compensation program. The results of those reviews are reflected in
this report.
A. EXECUTIVE COMPENSATION POLICY
The Committee's basic overriding compensation principle is that
compensation at the corporate level, the independent subsidiary level, and at
the operating president level should generally be linked to Dover's total return
to stockholders and should be competitive with other comparable companies. The
Committee also believes that all compensation, i.e., annual, medium-term and
long-term, should be closely aligned to the performance of the business over
which the executive has the most control. This is done annually through salaries
and bonuses, on a medium-term basis through three-year payout cash performance
awards, and on a long-term basis through stock options. The relative "mix" of
medium-term and long-term opportunity is adjusted in accordance with the breadth
of the executive's responsibility across the organization, with increasingly
larger percentages allocated to long-term reward potential through stock options
in the case of those persons who are in positions to most materially affect the
profitability and growth of the Company. In early 1999, the Performance Plan was
amended to also allow the Committee to make restricted stock awards, with voting
and dividend rights, that vest up to five years after grant. Restricted stock is
generally not awarded except in connection with special or unusual
circumstances. Cash performance awards and stock option grants
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are generally made on an annual basis although stock option grants can be made
quarterly based on individual circumstances. However, to provide incentives to
management to increase stockholder value over the medium and long-term, payouts
on cash performance awards, if earned, occur three years later based on
achieving certain performance goals for the three-year period; restricted stock
vests up to five years after grant; and options generally have 10-year terms and
are not exercisable until three years after their grant. With respect to
pensions and other similar benefit programs, the Committee has set a target at
the median of comparable companies. All compensation paid to the executive
officers for 2000 qualified for deductibility for federal income tax purposes
under Section 162(m) of the Code.
Annual Compensation: The Committee reviews the Company's performance
annually. As indicated above, the compensation programs of the Company are
highly leveraged on the basis of performance. In setting compensation, the
Company reviews the performance of the Company as compared to the companies in
the Total Compensation Management database (the "TCM database"). Prior to 1999,
the Company measured its performance against other companies in the Management
Compensation Services Project 777 database (the "Project 777 database").
However, in 1999, the Project 777 database was merged into the TCM database,
thereby providing a broader base of companies against which the Company now
measures its performance. The Company has for years performed in the top
quartile as measured by the Project 777 database, and continues to do so, as
measured by the TCM database, which currently includes in excess of 40% of the
manufacturing companies included in the Fortune 500 listings. The TCM database
includes a substantially larger number of companies than the peer index group
referred to in connection with the Stock Performance Graph below. The average
rank of a company in the TCM database, which determines that company's overall
standing, is the average of the following nine separate measurements: return on
equity for one year and five years; return on capital for one year and five
years; return on sales for the current year; return on assets for one year and
five years; and total capital return for one and five years. As a result of the
2000 compensation review mentioned above, the Committee determined that as long
as the Company continues to perform in the top quartile, salaries and bonuses
will be targeted at the 62nd percentile for all company executives. Should the
Company's performance fall below that level, compensation targets will be
adjusted downward. Annual bonuses vary with annual performance based upon
earnings growth, return on investment and achievement of special Company goals
as well as the Committee's judgment of overall performance.
In 1998, the Company adopted the Incentive Plan which is administered by
the Committee. The Committee has discretion to select executive officers to
participate in the Incentive Plan in any given year. Executive officers selected
to participate in the Incentive Plan would receive their annual bonuses, if any,
for that year under the terms of the Incentive Plan instead of the Company's
traditional bonus program. In 2000, Messrs. Reece, Burns, Herrmann, Pomeroy and
Yochum participated in the Incentive Plan, and will do so again in 2001.
Long-Term Compensation: Dover's management, the Committee and the Board of
Directors believe that tangible (cash) and intangible (stock) incentives should
be provided to key management at each of the three levels within the Company
(i.e., corporate, independent subsidiary and operating levels) over periods of
time longer than one fiscal year, typically three years. Given the different
levels and opportunities to impact Dover's long-term growth, and hence benefit
Dover's stockholders, Dover has a long-term compensation program, the
Performance Plan, which includes both stock-based awards and cash incentive
awards.
Only officers and executives who are in a position to affect materially the
profitability and growth of the Company are eligible for stock options,
restricted stock or cash incentive awards under the Performance Plan. Long-term
awards under the Performance Plan are basically a "mix" of stock based and cash
incentives, with operating management receiving a substantial percentage of
their respective gain opportunity in the form of cash incentive awards, and the
executive officers receiving a substantial portion of their opportunity in the
form of stock based awards, usually stock options. Under the Performance Plan,
the maximum award is calculated based on an individual's base salary, and in
some cases, the most current annual cash bonus, which amount is then multiplied
by pre-established factors to determine both the allocation of the award between
cash and options and the value of the two. Once the value of the stock option
grant is determined, the value is converted into a number of shares based on the
fair market value of the Company's stock on the date of grant. The payout of
cash incentive awards is conditional upon achievement of certain performance
criteria over the
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three-year period commencing with the year of the award. For a discussion of the
performance criteria with respect to cash incentive awards, see the Long-Term
Incentive Plan Awards for Calendar Year 2001 table on page 8. The multiples for
each award are set by the Committee. For the officers identified in the Summary
Compensation Table above, in 2000 the cash incentive awards made were based on
multiples ranging from .20 to .45, and the number of shares granted was based on
multiples ranging from .90 to 1.65. The comparable multiples for the 2001 cash
awards and share grants are .19 to .47 and 1.88 to 3.01, respectively. In all
cases, these multiples were initially determined by the independent compensation
consultant retained in 2000, and confirmed by the Compensation Committee. The
new multiples in 2001 reflect the 2000 compensation review, which suggested
increases based on a competitive analysis, and a shift in long term reward
opportunity from cash to stock. It is anticipated that these multiples will be
used for the next few years until the next full compensation review is
conducted. Cash incentive awards are made annually for the three-year
performance period commencing in that year and prior awards are not considered
by the Committee when current awards are made. Likewise, the number of shares
that may be granted to each participant is not limited (except that the Plan
itself limits the maximum option grant to an individual in any given year to
600,000 shares) and prior grants are not considered by the Committee when
current grants are awarded, although a schedule of outstanding stock options for
executive officers is reviewed by the Committee. In 2000, the number of
optionees granted shares under the Plan was 1.17% of the total number of Dover
employees. The annual shares granted has averaged less than 1/2 of 1% of shares
outstanding over the past five years and was also less than 1/2 of 1% in 2000.
In 2001, that percentage will likely increase to approximately 1%. Dover expects
that, except in cases of unusual need, shares acquired through options will be
held by participants (or the participant's family members) for the duration of
their employment with the Company.
B. CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee awarded Mr. Thomas L. Reece, Chief Executive
Officer, a bonus of $1,250,000 for 2000, which was equal to 135.9% of his 2000
salary of $920,000. In addition, Mr. Reece was granted 165,073 option shares
under the Performance Plan and a cash performance award of $432,000. The annual
bonus amount was determined based upon: (a) outside independent compensation
survey data, which places the compensation of Mr. Reece near the high end of the
median range of the comparative group for companies of Dover's size; (b) the
sales and earnings achieved in 2000; (c) the general business environment during
2000; and (d) a subjective judgment factor which is the prerogative of the
Committee. The first three factors were given the greatest weight by the
Committee.
Compensation Committee: Richard K. Lochridge (Chairman)
Jean-Pierre M. Ergas
Kristiane C. Graham
AUDIT COMMITTEE REPORT
The Audit Committee of the Company's Board of Directors consists of
non-employee directors that are independent as defined in Section 303.01 of the
New York Stock Exchange Listing Standards with the exception of Mr. Gary L.
Roubos who was appointed to the Audit Committee pursuant to the "override"
provision of Section 303.02(D) of the New York Stock Exchange Listing Standards.
Mr. Roubos was an employee of the Company until April 30, 1998, the Company's
Chief Executive Officer until May 1994 and the Chairman of the Board of
Directors through May 1999. With respect to Mr. Roubos' appointment, the Board
of Directors has determined in its business judgment that because of Mr. Roubos'
unique in-depth knowledge of the operations of the Company, his membership on
the Audit Committee is necessary for the best interests of the Company and its
stockholders. The Board of Directors adopted a written Audit Committee Charter
on May 4, 2000, a copy of which is included as Appendix A to this proxy
statement.
The Audit Committee is responsible for the duties set forth in its charter
but is not responsible for either the preparation of the financial statements or
the auditing of the financial statements. The Company's management has the
responsibility for preparing the financial statements and implementing internal
controls, and the Company's independent accountants have the responsibility for
auditing the financial statements and
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monitoring the effectiveness of the internal controls. The review of the
financial statements by the Audit Committee is not the equivalent of an audit.
In fulfilling its oversight responsibilities regarding the audit process,
the Audit Committee: (1) reviewed and discussed the fiscal year 2000 audited
financial statements with the management of the Company; (2) discussed with the
independent auditors, PricewaterhouseCoopers LLP, the matters required to be
discussed by Statement on Auditing Standards No. 61; and (3) reviewed the
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, and discussed with the independent
auditors any relationships that may impact their objectivity and independence.
Consistent with its charter and the SEC guidance, the Audit Committee has
delegated to the Chairman of the Committee the responsibility of reviewing the
quarterly financial information prior to public dissemination. The Chairman
fulfilled these responsibilities for the 2000 financial statements.
Based upon the review and discussions referred to above, the Audit
Committee recommended that the audited financial statements for the year ended
December 31, 2000, be included in the Company's Annual Report on Form 10-K.
Audit Committee: James L. Koley (Chairman)
David H. Benson
Roderick J. Fleming
Gary L. Roubos
Michael B. Stubbs
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The independent certified public accounting firm of PricewaterhouseCoopers
LLP is the independent public accountant selected in August 2000 to audit the
annual accounts of Dover and its subsidiaries for 2000. This firm also audited
the financial statements for 1998 and 1999. Representatives of
PricewaterhouseCoopers LLP are not expected to be present at the Meeting.
A. AUDIT FEES
The aggregate fees paid to PricewaterhouseCoopers LLP for auditing services
during the year ended December 31, 2000, was $1,746,332.
B. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the year ended December 31, 2000, PricewaterhouseCoopers LLP billed
no fees for professional services rendered to the Company and its subsidiaries
for financial information system design and implementation.
C. ALL OTHER FEES
The aggregate fees paid to PricewaterhouseCoopers LLP for services rendered
to the company and its subsidiaries during the year ended December 31, 2000,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees", were $4,641,956.
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STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
DOVER CORPORATION, S&P 500 INDEX & PEER GROUP INDEX
TOTAL STOCKHOLDER RETURNS
[STOCK PERFORMANCE GRAPH]
PEER GROUP DOVER CORP. S&P 500 INDEX
---------- ----------- -------------
Dec-95 100 100 100
Dec-96 130.64 138.78 122.96
Dec-97 158.1 200.93 163.98
Dec-98 178.65 206.09 210.84
Dec-99 204.22 258.26 255.22
Dec-00 236.6 233.38 231.98
Data Source: Media General Financial Services
This graph assumes $100 invested on December 31, 1995 in Dover Corporation
common stock, the S&P 500 index and a peer group index. The peer index consists
of the following public companies selected by the Company based on its
assessment of businesses with similar industrial characteristics: Actuant Corp.,
Ametek Inc., Carlisle Cos. Inc., Cooper Industries Inc., Crane Co., Danaher
Corp., Eaton Corp., Emerson Electric Co., Federal Signal Corp., Honeywell
International, Inc., Hubbell Inc. CL B, Illinois Tool Works, Ingersoll-Rand Co.,
ITT Industries Inc., Minnesota Mining & Mfg., Parker-Hannifin Corp., Pentair
Inc., Perkinelmer Inc., Tecumseh Products Co., TRW Inc., Tyco International Inc.
and United Technologies Corp. Last year's peer group included Applied Power-CL
A, which was acquired by Actuant Corp., and Harnischfeger Industries, Inc. which
is no longer trading on the New York Stock Exchange. Actuant Corp. is included
in this year's peer group since it is the new parent company of Applied Power-CL
A.
* Total return assumes reinvestment of dividends.
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MISCELLANEOUS
OTHER MATTERS
Management does not know of any other business to be taken up at the
Meeting. If, however, any other business properly comes before the Meeting or
any adjournments thereof, the persons named as proxies will vote the shares
covered by a proxy in accordance with their best judgment on such matters.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and officers file reports of ownership and changes of
ownership of the Company's common stock with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely on copies of such
reports provided to the Company, the Company believes that all directors and
officers filed on a timely basis all such reports required of them with respect
to stock ownership and changes in ownership during 2000, except that Charles
Goulding and Robert Tyre each filed one late Statement of Changes in Beneficial
Ownership (Form 4) reporting, respectively, the sale and acquisition of shares.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
In order for stockholder proposals to be included in Dover's proxy
statement for the 2002 Annual Meeting, they must be received by Dover at its
principal executive offices, 280 Park Avenue, New York, NY 10017 by November 14,
2001. All other stockholder proposals, including nominations for directors, must
be received by Dover not less than 60 days or more than 90 days prior to the
Meeting, which is tentatively scheduled for April 30, 2002.
Dated: March 14, 2001
By authority of the Board of
Directors,
ROBERT G. KUHBACH
Secretary
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APPENDIX A
CHARTER
OF THE
AUDIT COMMITTEE
OF
DOVER CORPORATION
The Board of Directors of Dover Corporation (the "Company") has adopted and
approved this Charter, setting forth the purpose, responsibilities, activities
and membership requirements of its Audit Committee.
1. PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's maintenance of the Company's accounting policies and financial
reporting practices. This oversight shall include management's preparation of
financial reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof, the
Company's systems of internal accounting and financial controls, and the annual
independent audit of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the Committee
are in place to represent the Company's stockholders. Accordingly, the outside
auditors are ultimately accountable to the Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
2. KEY RESPONSIBILITIES
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that the Company's
financial management, as well as the Company's outside auditors, have more time,
knowledge and detailed information about the Company than do Committee members.
Consequently, in carrying out its oversight responsibilities, the Committee is
not providing any expert or special assurance as to the Company's financial
statements or any professional certification as to the outside auditors' work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
- The Committee shall review annually the scope and general extent of the
independent auditors' engagement with management prior to the
commencement of the annual audit. This process shall also include a
recommendation to the Board of the independent audit firm to be engaged.
- The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual
Report to Stockholders and Annual Report on Form 10-K and review and
consider with the outside auditors the matters required to be discussed
by Statement on Auditing Standards ("SAS") No. 61.
- As a whole, or through the Committee chair, the Committee shall review
with the outside auditors the Company's interim financial results to be
included in the Company's quarterly reports to be filed with the
Securities and Exchange Commission and the matters required to be
discussed by SAS No. 61. This review will occur prior to the Company's
filing of each Quarterly Report on Form 10-Q.
A-1
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- The Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.
- The Committee shall:
- annually request from the outside auditors a formal written statement
delineating all relationships between the auditors and the Company
consistent with Independence Standards Board Standard Number 1;
- discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditors' objectivity and independence;
and
- recommend that the Board take appropriate action in response to the
outside auditors' report to satisfy itself of the auditors'
independence.
- The Committee, subject to any action that may be taken by the full
Board, shall have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditors.
- The Committee shall review and approve any reports of the Committee to
be included in any public filings, including the Company's proxy
statement.
3. MEMBERSHIP
The Committee shall be comprised of not less than three members of the
Board. The Committee's composition will meet the requirements of the Audit
Committee Policy of the New York Stock Exchange ("NYSE"), as may be amended from
time to time, including standards of independence, financial literacy and, in
the case of at least one member of the Committee, accounting or related
financial management expertise.
[Approved by the Audit Committee and the Board of Directors: May 4, 2000.]
A-2
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PROXY PROXY
DOVER CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING, APRIL 24, 2001.
The undersigned hereby appoints Gary L. Roubos, Thomas L. Reece and Robert
G. Kuhbach, or any of them, as the undersigned's proxy or proxies, with full
power of substitution, to vote all shares of Common Stock of Dover Corporation
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held in Wilmington, Delaware, on April 24, 2001 at 10:00 A.M., local time,
and any adjournments thereof, as fully as the undersigned could if personally
present, upon the proposals set forth on the reverse side hereof, revoking any
proxy or proxies heretofore given. For participants in the Company's Retirement
Savings Plan, this proxy will govern the voting of stock held for the account of
the undersigned in the Plan.
IMPORTANT -- You now have the option of voting your shares by returning the
enclosed proxy card or by using a toll-free telephone number. On the reverse
side of this proxy card are instructions on how to vote by telephone. If you
vote by telephone, your vote will be recorded as if you mailed in your proxy
card. If you vote by returning this proxy card, you must sign and date this
proxy on the reverse side.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE
REVERSE SIDE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED ON THE REVERSE SIDE.
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PROXY DOVER CORPORATION PROXY
2001 ANNUAL MEETING
1. Election of Directors-- For Withhold For All (Except Nominee(s) written below)
All All
------------------------------------------
Nominees: (01) D. H. Benson,
(02) J-P. M. Ergas, (03) R. J. Fleming,
(04) K. C. Graham, (05) J. L. Koley,
(06) R. K. Lochridge, (07) T. L. Reece,
(08) G. L. Roubos, and (09) M. B. Stubbs.
2. To transact such other business as may For Against Abstain
properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
Please Sign Here and Return Promptly
Signature (s) Dated: , 2001
------------------------------------ -----------
------------------------------------
Please sign exactly as your name or names appear above. For joint accounts,
each owner should sign. When signing as executor, administrator, attorney,
trustee or guardian, etc., please give your full title.
22
FOLD AND DETACH HERE
Control Number
- --------------
VOTE BY TELEPHONE
CALL* * TOLL FREE * * ON A TOUCH TONE TELEPHONE
1-800-840-1208
THERE is NO CHARGE to you for this call.
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card. You will be asked
to enter a Control Number which is located in the box on the left side of this
form.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals: Press
1.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1 -- THANK YOU FOR
VOTING.
OPTION # 2: If you choose to vote for each proposal separately, press 0. You
will hear these instructions:
Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. '
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to
the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1 -- THANK YOU FOR
VOTING.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK YOUR PROXY.
