UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |