8-KOther EventsExhibits & Filings

DOVER Corp 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Apr 6, 2018)

Filed April 6, 2018For Securities:DOV

Summary

Dover Corporation (DOV) has filed an 8-K report on April 6, 2018, to inform investors about a temporary trading suspension, or 'blackout period,' affecting its employee benefit plans. This blackout is a necessary step related to the planned spin-off of Apergy Corporation, which will distribute Apergy shares to Dover shareholders. During this period, participants in the Dover Corporation Retirement Savings Plan will be unable to make certain transactions within the Dover Stock Fund. The blackout is scheduled to commence on May 7, 2018, and is expected to last for five calendar days, concluding on May 11, 2018. Importantly, this period also imposes trading restrictions on Dover's directors and executive officers concerning Dover common stock, in compliance with Sarbanes-Oxley Act provisions. These restrictions are designed to prevent insider trading during a critical phase of the corporate restructuring.

Key Highlights

  • 1Dover Corporation is implementing a temporary trading blackout for its employee benefit plans, specifically the Dover Corporation Retirement Savings Plan.
  • 2The blackout is directly linked to the upcoming spin-off of Apergy Corporation and the distribution of Apergy shares to Dover shareholders.
  • 3Plan participants will be restricted from moving funds into or out of the Dover Stock Fund within the plan during the blackout period.
  • 4The blackout is expected to start on May 7, 2018, and last for five calendar days, ending on May 11, 2018.
  • 5Dover's directors and executive officers will be prohibited from trading Dover common stock or related derivative securities during the blackout period.
  • 6These trading restrictions on insiders are mandated by Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.
  • 7A formal Blackout Notice was issued to directors and Section 16 officers on April 6, 2018.

Frequently Asked Questions

The trading blackout is necessary to allow the plan administrator to update records following the distribution of Apergy Corporation shares to Dover shareholders as part of the planned spin-off.

Participants and beneficiaries of the Dover Corporation Retirement Savings Plan will be temporarily unable to exercise certain rights, such as transferring funds into or out of the Dover Stock Fund. Additionally, Dover's directors and executive officers will face restrictions on trading Dover common stock and related securities.

The blackout period is expected to begin on May 7, 2018, and last for five calendar days, concluding on May 11, 2018.

The filing states that directors and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring, or transferring any Dover common stock or derivative security acquired in connection with their service or employment. No specific exceptions are mentioned in this filing.