Explanatory Note
This Amendment No. 1 to Form 8-K is being filed to correct a scrivener’s error to indicate that 3,201,025 shares of Common Stock repurchased under the ASR will be received by the Company on September 1, 2022, representing a substantial majority of the shares expected to be retired over the course of the ASR.
On August 31, 2022, Dover Corporation (the “Company”) established an accelerated share repurchase program (the “ASR”) with Bank of America, N.A. (“Bank of America”) to repurchase $500 million of its common stock, par value $1.00 per share (“Common Stock”). The Company is conducting the accelerated share repurchase under a repurchase authorization for an aggregate of 20,000,000 shares approved by its board of directors in November 2020. 3,201,025 shares of Common Stock repurchased under the ASR will be received by the Company on September 1, 2022, representing a substantial majority of the shares expected to be retired over the course of the ASR. The Company intends to fund the accelerated share repurchases with commercial paper.
The final number of shares of Common Stock to be repurchased under the ASR will be based on the average of the daily volume weighted average price of Common Stock during the term of the ASR, less a discount and subject to potential adjustments pursuant to the terms of the ASR. Under the terms of the ASR, the final settlement is expected to be completed prior to the end of the fourth quarter of 2022, but the ASR may be terminated early in certain circumstances.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, the impacts of COVID-19, or other future pandemics, on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate, the impact on global or a regional economy due to the outbreak or escalation of hostilities or war, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, our ability to realize synergies from newly acquired businesses, and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
