DOVER Corp Files DEF 14A for May 8, 2026 Annual Meeting

Def 14a - Dover Corp (0000029905) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Dover Corp (0000029905) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$220.3 million, $665 million, $541 million, $500 million
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**DOVER Corp just dropped its proxy statement for the May 8, 2026 annual meeting, get ready to vote on leadership and pay!**

AI Summary

DOVER Corp (CIK: 0000029905) filed a DEF 14A proxy statement on March 24, 2026, in preparation for its annual meeting scheduled for May 8, 2026. This filing, with SEC Accession No. 0001193125-26-120708, outlines proposals for shareholder votes, including director elections and executive compensation, which are crucial for investors as they directly impact the company's governance and future strategic direction. Understanding these proposals helps shareholders make informed decisions about their investment in DOVER Corp.

Why It Matters

This filing is critical for shareholders as it details the items they will vote on at the upcoming annual meeting, directly influencing the company's leadership and policies.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard disclosure for an upcoming shareholder meeting and does not inherently present a high risk, but rather provides transparency.

Analyst Insight

A smart investor would review the full DEF 14A document to understand the specific proposals, especially those related to executive compensation and board nominations, before the May 8, 2026 annual meeting to make informed voting decisions.

Key Numbers

  • 2026-03-24 — Filing Date (Date the DEF 14A was filed by DOVER Corp)
  • 2026-05-08 — Annual Meeting Date (Date of DOVER Corp's upcoming annual shareholder meeting)

Key Players & Entities

  • DOVER Corp (company) — Filer of the DEF 14A
  • 0000029905 (company) — CIK of DOVER Corp
  • 0001193125-26-120708 (dollar_amount) — SEC Accession No. of the filing
  • 2026-03-24 (date) — Filing Date
  • 2026-05-08 (date) — Period of Report (Annual Meeting Date)

FAQ

What is the purpose of DOVER Corp's DEF 14A filing with SEC Accession No. 0001193125-26-120708?

The DEF 14A filing by DOVER Corp, filed on March 24, 2026, serves as a definitive proxy statement, providing shareholders with information about matters to be voted on at the upcoming annual meeting scheduled for May 8, 2026. This includes proposals like director elections and executive compensation.

When is DOVER Corp's annual meeting, according to this filing?

According to the DEF 14A filing (SEC Accession No. 0001193125-26-120708), the Period of Report, which typically indicates the annual meeting date, is May 8, 2026.

Filing Stats: 4,205 words · 17 min read · ~14 pages · Grade level 19.9 · Accepted 2026-03-24 07:30:43

Key Financial Figures

  • $220.3 million — upside. Organic Investment We made $220.3 million in capital expenditures in 2025, repres
  • $665 million — uired four businesses for approximately $665 million , net of cash acquired and including co
  • $541 million — r of dividend increases. We announced $541 million of share repurchases in 2025, including
  • $500 million — share repurchases in 2025, including a $500 million accelerated share repurchase ("ASR") pr

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 60 Summary Compensation Table 60 Grants of Plan-Based Awards in 2025 63 Outstanding Equity Awards at Fiscal Year-End 2025 64 Option Exercises and Stock Vested in 2025 66 Pension Benefits through 2025 67 Nonqualified Deferred Compensation 69 Potential Payments upon Termination or Change in Control 70 Dover's Equity Grant Practices for Senior Executives 75 Pay versus Performance 76 DOVER CORPORATION – 2026 Proxy Statement i TABLE OF CONTENTS Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation 80 Shareholder Proposal Proposal 4 — Shareholder Proposal Requesting an Independent Board Chair 81 Share Ownership Information 84

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 84 General Information About the Annual Meeting 87 DOVER CORPORATION – 2026 Proxy Statement ii PROXY STATEMENT SUMMARY Annual Meeting Information Date: May 8, 2026 Time: 9:00 a.m., Eastern Time Record Date: March 16, 2026 Location: The Jefferson Hotel 101 West Franklin Street Richmond, VA 23220 For additional information about our Annual Meeting, please see "General Information About the Annual Meeting." We are first mailing this Notice of Annual Meeting and Proxy Statement beginning on or about March 24, 2026. Items of Business There are four proposals to be voted on at the Annual Meeting: ITEM Proposal Board Voting Recommendation Page Reference ITEM1 The election of nine nominees for director FOR each director nominee 9 ITEM2 The ratification of the appointment of PwC as our independent registered public accounting firm for 2026 FOR 34 ITEM3 An advisory resolution to approve NEO compensation FOR 80 ITEM4 A shareholder proposal requesting an independent board chair, if properly presented AGAINST 81 How to Submit Your Proxy Even if you plan to attend the Annual Meeting in person, please submit your proxy as soon as possible using one of the following methods: Via internet by visiting www.proxyvote.com Via telephone by calling 1-800-690-6903 Via mail by marking, signing and dating your proxy card or voting instruction form (if you received proxy materials by mail) and returning it to the address listed therein DOVER CORPORATION – 2026 Proxy Statement 1 PROXY STATEMENT SUMMARY Company Overview Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and

Executive compensation driven by pay-for-performance philosophy

Executive compensation driven by pay-for-performance philosophy Executive officers not permitted to hedge or pledge company shares No supermajority voting provisions in our charter Shareholder Engagement We encourage feedback from shareholders and have a strong history of engaging with investors on a range of topics, including our executive compensation program and evolving trends and best practices. In 2025, we reached out to holders of approximately 57% of our shares outstanding, and engaged with governance professionals and/or portfolio managers at investors holding approximately 26% of our shares outstanding. Our shareholder engagement team consists of senior management and has also included our Lead Independent Director in select engagements. In meetings held after our 2025 Annual Meeting of Shareholders, we discussed a variety of topics with shareholders, ranging from Dover's corporate strategy, including strategic priorities and portfolio actions, Board composition and oversight matters, and governance and executive compensation practices. We also discussed our focus on human capital and our sustainability vision. Investors continued to express broad support for our governance practices, including Board composition, our current Board leadership structure, and our executive compensation program. Over the years, we have made a number of enhancements to our practices, taking into account feedback from our shareholders. For more detailed information regarding these discussions, please see "Shareholder Engagement and History of Board Responsiveness" on page 29. DOVER CORPORATION – 2026 Proxy Statement 5 PROXY STATEMENT SUMMARY 2025 Executive Compensation Highlights Our compensation program for executive officers is designed to emphasize performance-based compensation in alignment with our business strategy. The following table summarizes pay mix for our CEO and other NEOs, which is highly performance-based. Note: Numbers may not add due to round

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS Pay-for-performance philosophy — a substantial majority of NEO pay is performance-based and tied to Dover's stock price performance Significant portion of long-term compensation is performance-based, with long-term incentives vesting over three years with Performance Shares being subject to rigorous three-year performance period achievement criteria Strong share ownership guidelines for NEOs Equity awards with anti-hedging and anti-pledging provisions Investors provided with clear disclosure regarding the individual strategic objectives and financial metrics in our Executive Officer Annual Incentive Plan ("AIP") ESG oversight incorporated into our CEO's individual strategic objectives in the AIP Robust clawback structure DOVER CORPORATION – 2026 Proxy Statement 6 PROXY STATEMENT SUMMARY Director Nominees Our Governance and Nominating Committee maintains an active and engaged Board through a robust refreshment process, which focuses on ensuring our Board has a diverse skill set that benefits from both industry- and company-specific knowledge of our longer-tenured directors, as well as fresh perspectives brought by our newer directors. NAME OCCUPATION INDEPENDENT COMMITTEES MEMBERSHIPS* OTHER PUBLIC COMPANY BOARDS Deborah L. DeHaas Age: 66 Director Since: 2021 CEO of the Corporate Leadership Center; Former Vice Chairman of Deloitte and Managing Partner of the Center for Board Effectiveness A, G 1 H. John Gilbertson, Jr. Age: 69 Director Since: 2018 Retired Managing Director at Goldman Sachs F, G (Chair) 0 Kristiane C. Graham Age: 68 Director Since: 1999 Private Investor C, G 0 Marc A. Howze Age: 62 Director Since: 2023 Former Group President and Chief Administrative Officer at Deere & Company A, C 1 Michael Manley Age: 62 Director Since: 2023 CEO of AutoNation, Inc. C, F 1 Danita K. Ostling Age: 65 Director Since: 2023 Former Partner at Ernst & Young LL

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