Additional Proxy Soliciting Materials (definitive) (defa14a)
April 18 2023 - 8:01AM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under Section 240.14a-2. |
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(Name of Registrant as Specified In Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
DOVER CORPORATION
Supplement to Proxy Statement Filed March 17, 2023
For the 2023 Annual Meeting of Shareholders
To Be Held May 5, 2023
Dear Fellow Shareholders:
I am writing to you on behalf of the Board of Directors (the Board) of Dover Corporation (Dover) to ask for your
support by voting in accordance with the Boards recommendations on all proposals submitted for your consideration at our 2023 Annual Meeting of Shareholders. Specifically, the Board asks that you vote FOR the re-election of all of our directors in Proposal 1, including Kristiane C. Graham and Michael F. Johnston, who serve on our Governance and Nominating Committee (the Committee).
Glass Lewis & Co. (Glass Lewis) has recommended a vote FOR the election of all directors and a vote in
accordance with managements recommendations on all other proposals. Recently, however, Institutional Shareholder Services (ISS) recommended a vote AGAINST the re-election of
Ms. Graham and Mr. Johnston. ISSs recommendation is premised on: (1) a misimpression that our Board currently has no racially or ethnically diverse directors (its proxy voting recommendations state: [a]s of March 31,
2023, Dover
appears to have no racially or ethnically diverse directors); and (2) a view that the statement in our Proxy Statement that [e]xpanding the diversity of the Board will be a key objective as the Board considers
future appointments is not a firm commitment to appoint a racially and/or ethnically diverse director by the time of our annual meeting in 2024. Accordingly, we are supplementing our Proxy Statement to clarify each of those matters. First, as
we have previously disclosed, our Board currently has a diverse director. Although the Board will temporarily cease to have racial or ethnic diversity when Mary A. Winston ends her term at this years annual meeting, the Board has had racial or
ethnic diversity continuously since Ms. Winston joined Dovers Board in 2005. Secondly, the Board intends to appoint a racially and/or ethnically diverse director by the time of our annual meeting in 2024.
We appreciate your attention to this supplement and request your support in voting FOR the re-election
of Mr. Johnson and Ms. Graham. If you have already submitted a vote AGAINST Ms. Graham and Mr. Johnston in line with ISSs recommendations, we ask that you reconsider your vote and resubmit a FOR
vote, recognizing our Boards continuous 18-year track record of diversity and its firm commitment to appoint a racially and/or ethnically diverse director before our annual meeting in 2024.
Thank you for considering our request.
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Sincerely, |
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/s/ Ivonne M. Cabrera |
Ivonne M. Cabrera |
General Counsel and Secretary |
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