DOVER Corp — Regulatory Filings 2017

Mar 23, 2017

DEFA14A 1 d303958ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

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))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
Dover Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction
applies:
	(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):
	(4)	Proposed maximum aggregate value of transaction:
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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:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

DOVER CORPORATION	Meeting Information
	Meeting Type: Annual Meeting
	For holders as of: March 13, 2017
	Date: May 5, 2017	Time: 9:00 AM, local time
	Location: Park Hyatt Chicago
DOVER CORPORATION 3005 HIGHLAND PARKWAY DOWNERS GROVE, IL
60515	800 North Michigan Avenue Chicago, IL 60611
	For meeting directions, visit: www.chicago.park.hyatt.com
●	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). We encourage you to access and review all of the
important information contained in the proxy materials before voting.
	See the r e v erse side of this notice to obtain p r o xy materials and v oting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice and Proxy Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: ww w .p ro xyvot e .com.
How to Request and Receive a PAPER or E-MAIL
Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com
* If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 23, 2017 to facilitate timely delivery.
— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vot e B y Internet : To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

The Board of Directors recommends a vote FOR each
director under Item 1:
1. Election of Directors
1a. P. T. Francis 1b. K. C. Graham 1c. M. F. Johnston 1d. R. A. Livingston 1e. R. K. Lochridge 1f. E. A. Spiegel 1g. M. B. Stubbs 1h. R. J. Tobin 1i. S. M. Todd 1j. S. K. Wagner 1k. K. E. Wandell 1l. M. A. Winston

The Board of Directors recommends a vote FOR Items 2 and 3:
2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017.
3.	To approve, on an advisory basis, named executive officer compensation.
The Board of Directors recommends a vote FOR ONE
YEAR on Item 4:
4.	To approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation.
The Board of Directors recommends a vote FOR Items 5, 6, 7 and 8:
5.	To reapprove the performance goals under our 2012 Equity and Cash Incentive Plan.
6.	To reapprove the performance goals under our Executive Officer Annual Incentive Plan.
7.	To approve amendments to Article 15 of our Restated Certificate of Incorporation to eliminate the super-majority voting requirement.
8.	To approve amendments to Article 16 of our Restated Certificate of Incorporation to eliminate the super-majority voting requirement.
NOTE : Such other business as may
properly come before the meeting or any adjournment thereof.