DOVER Corp

The proposal requests that the Board adopt a binding policy and amend governing documents so that the offices of Chairman of the Board and Chief Executive Officer are held by two separate persons and that the Chair be an independent director. It states an independent Chair should not be substituted by a Lead Independent Director and allows the Board to appoint an interim non-independent Chair while it seeks an independent Chair on an accelerated basis. The proposal offers that the requirement could be phased in at the next CEO contract renewal or transition but urges adoption now, and the supporting statement cites the potential governance benefits of impartial oversight, stronger accountability, and enhanced shareholder confidence. The proposal was submitted by shareholder proponent John Chevedden and references recent company performance and segment-specific headwinds as part of its rationale.