Bylaw Amendment · Shareholder Vote

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): May 2, 2019 (Exact Name of Registrant as Specified in its Charter) Delaware 1-4018 53-0257888 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3005 Highland Parkway Downers Grove, Illinois 60515 (Address of Principal Executive Offices) (630) 541-1540 (Registrant’s 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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock DOV New York Stock Exchange Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. As discussed below, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Dover Corporation (the “Company”), held on May 2, 2019, the Company’s shareholders approved the adoption of the Company’s Fifth Restated Certificate of Incorporation (the “Fifth Restated Charter”) to eliminate the 80% super-majority voting requirements contained in Articles 15 and 16, respectively, of the Company’s certificate of incorporation. The Fifth Restated Charter also integrates all prior amendments and certificates previously filed with the Secretary of State’s office of the State of Delaware (the “Secretary of State”) into a single document. Following the Annual Meeting, the Company filed the Fifth Restated Charter with the Secretary of State on May 3, 2019. The Fifth Restated Charter is attached hereto as Exhibit 3(i)(a). Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting on May 2, 2019, at which meeting the shareholders: (1) elected nine directors, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019, (3) approved, on an advisory basis, named executive officer compensation, (4) approved amendments to Article 15 of the Company’s certificate of incorporation to eliminate the super-majority voting requirement therein, and (5) approved amendments to Article 16 of the Company’s certificate of incorporation to eliminate the super-majority voting requirement therein. The voting results for each such proposal are reported below: 1. To elect nine directors: Director For Against Abstain Broker Non-Vote H. John Gilbertson, Jr. 117,882,074 760,888 525,564 11,426,476 Kristiane C. Graham 115,750,758 2,927,647 490,121 11,426,476 Michael F. Johnston 116,772,753 1,881,508 514,265 11,426,476 Eric A. Spiegel 118,009,232 643,646 515,648 11,426,476 Richard J. Tobin 117,894,264 786,932 487,330 11,426,476 Stephen M. Todd 117,979,601 687,244 501,681 11,426,476 Stephen K. Wagner 117,145,186 1,503,178 520,162 11,426,476 Keith E. Wandell 116,136,177 2,509,510 522,839 11,426,476 Mary A. Winston 116,130,039 2,535,901 502,586 11,426,476 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019: For Against Abstain Broker Non-Vote 127,120,921 3,025,175 448,906 0 3. To approve, on an advisory basis, named executive officer compensation: For Against Abstain Broker Non-Vote 79,217,926 39,125,976 824,624 11,426,476 4. To approve amendments to Article 15 of the Company’s Fourth Restated Charter to eliminate the super-majority voting requirement: For Against Abstain Broker Non-Vote 116,843,538 1,703,313 621,675 11,426,476 5. To approve amendments to Article 16 of the Company’s Fourth Restated Charter to eliminate the super-majority voting requirement: For Against Abstain Broker Non-Vote 116,839,742 1,702,110 626,674 11,426,476 Item 9.01 Financial Statements and Exhibits. (d) Exhibits . 3(i)(a) Fifth Restated Certificate of Incorporation of the Company (as filed with the Secretary of State’s Office of the State of Delaware on May 3, 2019). 2 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: May 7, 2019 DOVER CORPORATION (Registrant) By: /s/ Ivonne M. Cabrera Ivonne M. Cabrera Senior Vice President, General Counsel & Secretary 3