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) |
¨ | 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)) |
(1) | elected twelve directors, |
(2) | ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2017, |
(3) | approved, on an advisory basis, named executive officer compensation, |
(4) | approved, on an advisory basis, holding an advisory vote on executive compensation annually, |
(5) | reapproved the performance goals under the 2012 Equity and Cash Incentive Plan (the “LTIP”), and |
(6) | reapproved the performance goals under the Executive Officer Annual Incentive Plan (the “AIP”). |
1. | To elect twelve directors: |
Director | For | Against | Abstain | Broker Non-Vote |
Peter T. Francis | 123,645,012 | 1,084,609 | 708,014 | 13,149,473 |
Kristiane C. Graham | 121,171,201 | 3,512,258 | 754,176 | 13,149,473 |
Michael F. Johnston | 123,568,408 | 1,177,206 | 692,021 | 13,149,473 |
Robert A. Livingston | 123,696,987 | 971,519 | 769,129 | 13,149,473 |
Richard K. Lochridge | 121,225,286 | 3,497,160 | 715,189 | 13,149,473 |
Eric A. Spiegel | 124,100,075 | 612,602 | 724,958 | 13,149,473 |
Michael B. Stubbs | 122,027,218 | 2,699,008 | 711,409 | 13,149,473 |
Richard J. Tobin | 118,792,866 | 5,906,297 | 738,472 | 13,149,473 |
Stephen M. Todd | 124,096,406 | 610,809 | 730,420 | 13,149,473 |
Stephen K. Wagner | 123,885,804 | 798,833 | 752,998 | 13,149,473 |
Keith E. Wandell | 123,962,388 | 754,652 | 720,595 | 13,149,473 |
Mary A. Winston | 123,018,156 | 1,695,240 | 724,239 | 13,149,473 |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017: |
For | Against | Abstain | Broker Non-Vote |
136,176,906 | 1,807,776 | 602,426 | 0 |
3. | To approve, on an advisory basis, named executive officer compensation: |
For | Against | Abstain | Broker Non-Vote |
120,413,474 | 3,852,169 | 1,171,992 | 13,149,473 |
4. | To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation: |
One Year | Two Years | Three Years | Broker Non-Vote |
112,261,116 | 356,802 | 12,043,488 | 776,229 |
5. | To reapprove the performance goals under the LTIP: |
For | Against | Abstain | Broker Non-Vote |
119,960,725 | 4,593,481 | 883,429 | 13,149,473 |
6. | To reapprove the performance goals under the AIP: |
For | Against | Abstain | Broker Non-Vote |
121,674,213 | 2,885,807 | 877,615 | 13,149,473 |
7. | To approve amendments to Article 15 of the Company’s Restated Certificate of Incorporation to eliminate the super-majority voting requirement: |
For | Against | Abstain | Broker Non-Vote |
123,155,679 | 1,448,643 | 833,313 | 13,149,473 |
8. | To approve amendments to Article 16 of the Company’s Restated Certificate of Incorporation to eliminate the super-majority voting requirement: |
For | Against | Abstain | Broker Non-Vote |
123,060,167 | 1,534,022 | 843,446 | 13,149,473 |
Date: | May 9, 2017 | DOVER CORPORATION | ||
(Registrant) | ||||
By: | /s/ Ivonne M. Cabrera | |||
Ivonne M. Cabrera | ||||
Senior Vice President, General Counsel & Secretary | ||||