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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(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 (see General Instruction A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 3, 2023, Dover Corporation (the “Company”) announced that the Company’s board of directors (the “Board”) elected Danita K. Ostling as a new independent director effective as of August 3, 2023. Ms. Ostling’s election increases the size of the Board to 10 directors, 9 of whom are independent directors.
The Board (i) determined that Ms. Ostling 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 Ms. Ostling as a member of the Audit Committee of the Board.
Ms. Ostling is a former partner and senior leader at Ernst & Young LLP (EY), having served in various leadership roles from 1999 until her retirement in 2021. In addition to her work at EY, Ms. Ostling also held various roles at both Citigroup, Inc. and the Financial Accounting Standards Board. She also serves on the Board of Directors of nVent Electric plc, Circle Internet Financial Limited, and Varsity Brands, Inc.
Ms. Ostling has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which she was selected as a director of the Company. In addition, there have been no transactions directly or indirectly involving Ms. Ostling that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 7.01 | Regulation FD Disclosure. |
On August 3, 2023, the Company issued a press release announcing the election of Ms. Ostling to the Board, a copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished as part of this report:
| 99.1 | Press Release of Dover Corporation issued August 3, 2023. | |
| 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 3, 2023 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
Exhibit 99.1
| Investor Contact: | Media Contact: | |
| Jack Dickens | Adrian Sakowicz | |
| Senior Director – Investor Relations | Vice President – Communications | |
| (630) 743-2566 | (630) 743-5039 | |
| jdickens@dovercorp.com | asakowicz@dovercorp.com |
Dover Board Elects Danita K. Ostling as New Independent Director
DOWNERS GROVE, III., August 3, 2023 - Dover (NYSE: DOV) today announced that its Board of Directors has elected Danita K. Ostling as a new independent director effective immediately. Ms. Ostling’s appointment increases the size of the Board to 10 directors, 9 of whom are independent directors. Ms. Ostling will serve on the Board’s Audit Committee.
Ms. Ostling is a former partner and senior leader at Ernst & Young LLP (EY). During her 32 years at EY, she served in a variety of leadership roles, including most recently as Professional Practice Director for EY’s U.S. East Region.
Richard J. Tobin, Dover’s President and Chief Executive Officer said, “We are pleased to welcome Danita Ostling to the Dover Board. Her extensive experience working with large global organizations on accounting, auditing and regulatory matters will serve the Board and our management team well. We look forward to her contributions as we work together to continue delivering long-term value for our shareholders.”
In addition to her work at EY, Ms. Ostling also held various roles at both the Financial Accounting Standards Board and Citigroup, Inc. She currently serves on the Board of Directors of nVent Electric plc, Circle Internet Financial Limited, and Varsity Brands, Inc.
About Dover:
Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 65 years, our team of over 25,000 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 dovercorporation.com.