Dover Corporation | Separate Chair & CEO at Dover Corporation

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent Board Chairman could help Dover Corporation deal with a relative plateau in the stock price. The Dover sock price was at $184 in 2022 and only at $180 in late 2025 despite a robust stock market. An independent Board Chairman could also help Dover deal with headwinds like those that emerged in 2025: The Climate & Sustainability Technologies segment experienced reduced revenue, with declines in food retail cases and engineering services, attributed to industry-wide shipment lows and "tariff uncertainties.? The Engineered Products segment also saw a decline in revenue, specifically due to reduced volumes in vehicle services. Selling, general, and administrative expenses rose by 8% year-over-year in Q2 2025. Total debt also increased, resulting in a higher net debt to net capitalization ratio.

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