Dover (DOV) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 8, 2026, with four key proposals: election of nine directors, ratification of PwC as auditor, advisory approval of executive compensation, and a shareholder proposal for an independent board chair.

• 2025 saw 16% adjusted EPS growth, 4% revenue growth, and continued capital deployment, including $220.3M in capital expenditures and $541M in share repurchases.

• Four acquisitions totaling $665M expanded operations in high-growth markets; quarterly dividend increased for the 70th consecutive year.

• ESG initiatives advanced, including exceeding a 40% TRIR reduction goal and progress on GHG emissions targets.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PwC as auditor, advisory vote on executive compensation, and a shareholder proposal for an independent board chair.

• Board recommends voting for all directors, for auditor ratification, for executive compensation, and against the independent chair proposal.

• Shareholder proposal argues for separating CEO and Chair roles to enhance governance; Board opposes, citing flexibility and strong existing governance.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent; all standing committees are fully independent.

• Lead Independent Director role established with significant authority; annual director elections and majority voting standard in place.

• Board refreshment ongoing, with three new independent directors appointed since 2023.

• Proxy access allows shareholders (3%/3 years/up to 20 shareholders) to nominate directors.