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 2, 2006
DOVER CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| STATE OF DELAWARE
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1-4018
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53-0257888 |
(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 280 Park Avenue, New York, NY
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10017 |
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(Zip Code) |
(212) 922-1640
(Registrant’s telephone number, including area code)
(Former Name or Former address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On November 2, 2006, the Board of Directors of Dover Corporation approved the recommendation of its
Compensation Committee to increase the annual compensation of non-employee directors from $120,000
to $140,000, effective January 1, 2007. The percentage of the annual compensation payable in stock
and cash remains 60% and 40%, respectively. The Board of Directors also approved an increase in
the additional annual retainer for the Chair of the Audit Committee from $10,000 to $15,000 and the
payment of an annual retainer of $7,500 to the Chair of each of the Compensation Committee and the
Governance and Nominating Committee, in each case effective January 1, 2007. The Board also
adopted the Compensation Committee’s recommendation that, instead of receiving meeting fees for
attending Subsidiary board meetings, Dover directors will receive an annual retainer of $15,000 for
serving on a Subsidiary’s board, commencing January 1, 2007.
The Board adopted a policy, which will be stated in the Company’s Corporate Governance Guidelines
with effect from January 1, 2007, that Directors hold at any time at least the aggregate number of
shares they would have received as the stock portion of their annual retainer during the past five
years, net of an assumed 30% withholding tax.
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.
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| Date: November 8, 2006 |
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DOVER CORPORATION
(Registrant) |
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By:
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/s/ Joseph W. Schmidt |
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Joseph W. Schmidt
Vice President, General Counsel & Secretary |