8-KOther EventsExhibits & Filings

DOVER Corp 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jan 24, 2014)

Filed January 24, 2014For Securities:DOV

Summary

Dover Corporation (DOV) filed an 8-K on January 24, 2014, to announce a temporary trading blackout period for its directors and officers subject to Section 16 of the Securities Exchange Act of 1934. This blackout is a consequence of the planned spin-off of Knowles Corporation, which will impact the Dover Stock Fund within the company's Retirement Savings Plan. During this period, participants will be unable to exercise certain rights. The blackout is scheduled to commence on February 24, 2014, and is expected to last for 12 calendar days, concluding around March 7, 2014. This restriction aligns with Sarbanes-Oxley Act provisions designed to prevent insider trading during significant benefit plan events. The filing also notes that during the blackout, directors and Section 16 officers are generally prohibited from buying or selling Dover common stock or related derivative securities acquired in connection with their service to the company.

Key Highlights

  • 1Dover Corporation is implementing a temporary trading blackout for its directors and Section 16 officers.
  • 2The blackout is directly related to the planned spin-off of Knowles Corporation.
  • 3The Dover Stock Fund within the company's Retirement Savings Plan will be affected by the spin-off.
  • 4The blackout period is expected to begin on February 24, 2014, and last for 12 calendar days, ending around March 7, 2014.
  • 5During the blackout, affected individuals cannot trade Dover common stock or related derivative securities, with limited exceptions.
  • 6This action is in compliance with Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.

Frequently Asked Questions

A 'blackout' period, in this filing, refers to a temporary restriction placed on the ability of Dover Corporation's directors and certain officers (subject to Section 16) to trade Dover common stock or related derivative securities. This restriction is due to changes in the company's retirement savings plan resulting from the spin-off of Knowles Corporation.

The trading blackout primarily affects Dover Corporation's directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934. However, the underlying changes to the retirement plan may also temporarily impact plan participants' ability to exercise certain rights.

The blackout is being imposed as a necessary measure due to the impending spin-off of Knowles Corporation. This corporate action will lead to changes in the Dover Stock Fund held within Dover's Retirement Savings Plan, triggering the temporary trading restrictions for insiders as mandated by regulations like the Sarbanes-Oxley Act.

The blackout period is expected to begin on February 24, 2014, and is scheduled to last for 12 calendar days, with an anticipated end date of March 7, 2014.