8-KMaterial Agreements

DOVER Corp 8-K Report, Material Agreement (Nov 8, 2006)

Filed November 8, 2006For Securities:DOV

Summary

Dover Corporation (DOV) filed an 8-K on November 8, 2006, detailing changes to its non-employee director compensation structure, effective January 1, 2007. The annual compensation for non-employee directors will increase from $120,000 to $140,000, with the stock and cash split remaining at 60% and 40%, respectively. This change reflects an adjustment to align director compensation with market standards and incentivize long-term alignment with shareholder interests. Furthermore, the filing outlines increased retainers for committee chairs, including a rise for the Audit Committee Chair from $10,000 to $15,000, and the introduction of new annual retainers for the Compensation Committee and Governance and Nominating Committee Chairs at $7,500 each. A significant shift in how directors are compensated for subsidiary board service is also noted; instead of meeting fees, directors will receive an annual retainer of $15,000 for serving on a subsidiary board. The company also implemented a new stock ownership guideline requiring directors to hold at least five years' worth of their stock retainers, net of taxes, to further promote alignment with shareholder value.

Key Highlights

  • 1Annual compensation for non-employee directors increased from $120,000 to $140,000, effective January 1, 2007.
  • 2Stock portion of director compensation remains 60%, cash portion remains 40%.
  • 3Additional annual retainer for the Audit Committee Chair increased from $10,000 to $15,000.
  • 4New annual retainers of $7,500 established for the Compensation Committee Chair and Governance and Nominating Committee Chair.
  • 5Directors will receive an annual retainer of $15,000 for serving on a Subsidiary board, replacing meeting fees.
  • 6New policy requires directors to hold at least five years' worth of their stock retainers (net of assumed 30% withholding tax).
  • 7These changes are intended to better align director compensation with market practices and shareholder interests.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce changes to Dover Corporation's non-employee director compensation and stock ownership guidelines, effective January 1, 2007. These changes aim to align director compensation with market standards and incentivize long-term shareholder value.

The filing states that the percentage of annual compensation payable in stock and cash will remain unchanged at 60% stock and 40% cash. However, the total annual compensation amount is increasing.

Dover Corporation has adopted a policy requiring directors to hold at least the aggregate number of shares they would have received as the stock portion of their annual retainer over the past five years, net of an assumed 30% withholding tax. This policy also becomes effective January 1, 2007.

Previously, directors may have received meeting fees for attending Subsidiary board meetings. Effective January 1, 2007, directors will receive a fixed annual retainer of $15,000 for each Subsidiary board they serve on, replacing the per-meeting fee structure.