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
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 Corporate
Governance Update
2016 Proxy Season |
 2 We are a diversified global manufacturer delivering innovative equipment and components, specialty systems and support services Nearly $7 billion in annual
revenue 4
major operating segments
29 operating companies 26,000+ employees FORTUNE 500
Company 60 years of entrepreneurial success Dover Corporation Overview Business Segments Energy Engineered Systems Fluids Refrigeration & Food Equipment Company Overview Dover operates across four major segments organized around our key end markets This structure allows us to focus on executing growth strategies and provides opportunities to leverage scale and capitalize on productivity initiatives |
 3 Audit and Corporate Governance, including
former advisors to leading companies and their
boards on corporate governance matters, audit
and financial reporting
Executive Leadership Experience,
including former
CEOs and CFOs of global public companies Strategic M&A, including international
acquisitions, post-merger integration, and portfolio
restructuring Global Operations and Management, including
cross-border transactions, global market entry and
expansion, and implementation of operational
efficiency Strategy Development & Execution, including
capital allocation and strategic planning
Deep and Diverse Industry Knowledge,
including diversified manufacturing in many of the
markets and product areas relevant to Dover’s
businesses All directors other than the CEO are independent Independent Chairman & Directors 91% CEO 9% Our independent directors, led by our Independent Chair, have a diversity of experience that enables them to effectively carry out their oversight role on behalf of all our shareholders Chairman of our Board is an independent director, because we believe that having a Chairman independent of management provides strong leadership for the Board and helps ensure critical and independent thinking with respect to our strategy and performance Strong Independent Board Leadership and Diverse Expertise Highly Independent Board Directors Have Relevant Expertise for Dover Effective Independent Chairman |
 Our Board
consists of directors with multi-industry and multi-geographic
experience whose diverse skills enable us to execute our strategic vision
Michael Johnston Board Chair as of 2016 AGM Former CEO, President, and COO, Visteon Robert Livingston President and CEO of Dover Stephen Wagner Governance & Nominating Committee Chair Former Senior Advisor, Corporate Governance, Deloitte & Touche Stephen Wagner Gov. & Nom. Committee Chair Center for Corporate Governance - Senior Advisor (2009-11) - Managing Partner (2005-09) Innovation, Audit and Enterprise Risk - Deputy Managing Partner (2002-07) Assurance Practice - Managing Partner - 20+ years of experience Driving board refreshment effort Leading shareholder engagement initiative Implemented proxy access Extensive background in finance & audit benefits Audit Committee Peter Francis Former President/CEO, J.M. Huber Corp.; Managing Member, Mukilteo Investment Mgmt Kristiane Graham Private investor Richard Lochridge Compensation Committee Chair Retired President of Lochridge & Co. Bernard Rethore Former CEO and Pres., Flowserve Michael Stubbs Managing Member, S.O.G. Investors Stephen Todd Former Global Vice Chairman, Ernst & Young Global Limited Keith Wandell Former President and CEO, Harley-Davidson Mary Winston Audit Committee Chair Former Executive VP and CFO, Family Dollar Stores Highly Qualified and Engaged Board Experience: Deloitte & Touche Key Board Contributions 4 |
 Board’s
Responsiveness on Written Consent In light of support for
shareholder written
consent proposal, Board decided to engage with shareholders to solicit feedback on appropriate response, including a potential threshold level Board could not act unilaterally to implement written consent – charter amendment to implement written consent requires shareholder approval Sept. 2015 – Jan. 2016 Precatory shareholder proposal requesting that Board allow shareholders to act by written consent received support from 51.9% of votes cast, which constituted 40.7% of outstanding shares The shareholder proposal did not propose a specified threshold level to act by written consent 2015 Annual Meeting Internal Board Deliberations June – Aug. 2015 Conducted off-season engagement with shareholders owning >20% of outstanding shares Shareholders told us: — Written consent not needed – duplicative of existing special meeting right — If implemented, should not have low threshold — Comfortable with 25% threshold – matches special meeting threshold In light of support for shareholder proposal at 2015 AGM, Board acted to propose written consent charter amendment at 2016 AGM After deliberation, Board determined it would be in best interests of all shareholders to include threshold In consideration of feedback received from shareholders and review of market standards, Board determined that 25% threshold would be most appropriate 25% threshold for written consent is same threshold used in Dover’s existing special meeting right We ask that you vote FOR All Directors as the Board has been thoughtful in responding to shareholder feedback Shareholder Engagement Board Response Nov. 2015 – Feb. 2016 Dover’s Board conducted a thoughtful analysis and diligent approach to understanding our shareholders’ views on written consent May 2015 March 2016 Management proposal to adopt written consent at 25% threshold on ballot for 2016 AGM 2016 Proxy Filed 5 |
 The Board
conducted a thoughtful, proactive process in response to the 2015 majority-supported shareholder proposal We engaged with shareholders collectively owning over 20% of outstanding shares to solicit feedback on the appropriate
threshold The 25% threshold is consistent with direct shareholder feedback and aligned with market best practices
The shareholder proposal did not specify any threshold to utilize written
consent Management proposal is in line with our shareholders’
views. During off-season engagement, shareholders supported our
proposal to establish written consent at a 25% threshold
Requiring at least a quarter of shareholders to agree before written consent can
be utilized limits the risk of subjecting all Dover shareholders to
numerous written consent solicitations that may only be applicable to a
relatively small number of shareholders, including those with special
interests —
Considering concentrated shareholder base, a 25% threshold is appropriate
An ownership threshold of 20-25% is most common and in most cases conforms
to the threshold required to call a special meeting¹
Rationale for 25% Ownership Threshold
The 25% ownership threshold is reasonable
and consistent with shareholder feedback Market Statistics 30% of S&P500 companies have adopted written consent rights² Out of Dover’s peer group³, we would be the first to adopt written consent 1 Sullivan & Cromwell’s “2015 Proxy Season Review” 2 Shark Repellent, referenced 4/12/16 3 Dover-disclosed peer group, 2016 proxy statement (pg. 40) Board Reasoning for Structure of Responsive Written Consent Right 6 |
 7 Board is Committed to Shareholder Friendly Governance Practices Separate Chairman and CEO roles All directors are independent, other than CEO Majority voting for directors Right to call special meeting at 25% Robust succession planning Annual Board and committee self-evaluations Comprehensive individual director evaluations Regular executive sessions of independent directors No shareholder rights plan Our Board believes in sound corporate governance practices and maintaining an open dialogue with shareholders Governance Best Practices Adopted proxy access following proactive shareholder engagement |
 8 Dover Values Your Support at our 2016 Annual Meeting On February 11, 2016, our Board amended Dover’s bylaws to implement a proxy access right for our shareholders Adoption followed active consultation
with our shareholders and careful consideration by the Board of the appropriate bylaw terms. Bylaw
provisions reflect the emerging
market standard: 3% holding for at least 3 years Ability to nominate the greater of two individuals or 20% of the board Aggregation of up to 20 shareholders Dover believes this bylaw reflects shareholder feedback, follows market best practices, and creates a robust proxy access right that is in the best interests of Dover and its shareholders Dover Has Implemented Proxy Access Election of All Dover Directors Ratification of Independent Accounting Firm Approval of Executive Officer Compensation Approval of Written Consent Right VOTE AGAINST Shareholder Proposal on Proxy Access 2016 Dover management recommendations: |