UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2008
DOVER CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
1-4018
|
|
53-0257888 |
(State or other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
280 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)
(212) 922-1640
(Registrants 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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 6, 2008, the Board of Directors of Dover Corporation amended the provisions of Articles
II and III of Dovers Bylaws relating to stockholder proposals and nominations of directors, and
the provisions of Article XII relating to indemnification and advancement of expenses, among other
matters: (1) to modify the specified periods in advance of stockholder meetings within which
stockholders must provide notice of nominations or proposals of other business; (2) to expand the
information that must be provided by any stockholder who submits a nomination or proposal of other
business to be considered at a meeting to include, for example, a description of any hedging or
other transactions entered into by the proponent or any beneficial owner(s) as of the date of the
proposal and as of the record date, the intent or effect of which is to increase or decrease the
voting power or economic risk of the stockholder or any such beneficial owner(s) with respect to
Dovers stock; (3) to provide that a stockholder proponent or a qualified representative must
appear at the stockholder meeting and present the proponents nomination or proposal; and (4) to
clarify that the rights to indemnification and advancement provided for in Article XII vest when a
covered person first becomes a director, officer, employee or agent and not when an action, suit or
proceeding that is subject to indemnification and advancement is first threatened, commenced or
completed.
The foregoing is only a brief summary of the Bylaws amendments and is qualified in its entirety by
reference to the text of the Companys Bylaws, as amended on November 6, 2008, a copy of which is
attached hereto as Exhibit 3(ii) and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
|
Exhibits. |
|
|
|
The following exhibits are furnished as part of this report: |
|
|
|
3(ii) Bylaws of Dover Corporation, as amended as of November 6, 2008 |
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: November 12, 2008 |
|
DOVER CORPORATION
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Joseph W. Schmidt |
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph W. Schmidt |
|
|
|
|
|
|
Vice President, General Counsel & Secretary |
|
|