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EX-3.(B) - RESTATED BY-LAWS OF C.R. BARD, INC., EFFECTIVE AS OF APRIL 18, 2012 - BARD C R INC /NJ/d337824dex3b.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2012

 

 

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   001-6926   22-1454160

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

730 Central Avenue

Murray Hill, New Jersey

  07974
(Address of Principal Executive Office)   (Zip Code)

(908) 277-8000

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On April 18, 2012, C. R. Bard, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated (formerly the 2003 Long Term Incentive Plan, as amended and restated) (the “LTIP”) to increase the number of shares of common stock authorized to be issued under the LTIP by 2,750,000 shares for a total of 22,225,000 authorized shares under the LTIP and to modify the structure of the LTIP so that each stock option granted will reduce the number of total shares available under the LTIP by one share, and each full-value share-based award will reduce the number of total shares available under the LTIP by 2.87 shares. The purpose of the LTIP is to provide a variety of long-term incentive awards to attract and retain qualified employees.

The material features of the LTIP are described in the Company’s definitive Proxy Statement on Schedule 14A filed on March 16, 2012 (the “Proxy Statement”) (see Proposal No. 3 under the heading “Description of the Plan”), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the copy of the LTIP filed as Exhibit A to the Proxy Statement and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)    On April 18, 2012, the Board of Directors of the Company amended Section I of Article IV of the Company’s By-Laws, effective as of April 18, 2012, to provide for the annual election of Directors. Previously, the By-Laws provided for a classified Board of Directors.

The description set forth above regarding the Company’s revised By-Laws is qualified in its entirety by reference to the full text of the Company’s Amended and Restated By-Laws, a copy of which is filed as Exhibit 3b to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)    The registrant held its Annual Meeting of Shareholders on April 18, 2012.

(b)    Described below are the matters voted upon at the Annual Meeting of Shareholders and the number of votes for and against, abstentions and broker non-votes, as applicable.

Proposal No. 1 – Each of the director nominees were elected. The results of the voting for four Class I Directors for a term of three years and one Class II Director for a term of one year are set forth below:

 

Nominee

   Votes For      Votes Against      Abstain      Broker Non-Votes  

Marc C. Breslawsky (Class I)

     69,511,525         1,083,312         52,219         5,319,371   

Herbert L. Henkel (Class I)

     68,184,346         2,385,846         76,864         5,319,371   

Tommy G. Thompson (Class I)

     66,482,946         4,071,877         92,233         5,319,371   

Timothy M. Ring (Class I)

     68,916,137         1,612,950         117,969         5,319,371   

G. Mason Morfit (Class II)

     70,365,364         215,982         65,710         5,319,371   

Class II and III Directors whose terms continued after the Annual Meeting of Shareholders are David M. Barrett, Theodore E. Martin, Anthony Welters, Tony L. White, John C. Kelly, Gail K. Naughton and John H. Weiland.


Proposal No. 2 – Ratification of the appointment of KPMG LLP, as independent registered public accounting firm for fiscal year 2012 – approved.

 

For

     74,252,975   

Against

     1,662,887   

Abstain

     50,565   

Proposal No. 3 – Approval of the 2012 Long Term Incentive Plan of C. R. Bard, Inc., as amended and restated – approved.

 

For

     56,629,243   

Against

     13,858,872   

Abstain

     158,941   

Broker non-votes

     5,319,371   

Proposal No. 4 – Approval of the Employee Stock Purchase Plan of C. R. Bard, Inc., as amended and restated – approved.

 

For

     69,854,922   

Against

     694,187   

Abstain

     97,947   

Broker non-votes

     5,319,371   

Proposal No. 5 – “Say-on-Pay” advisory vote to approve the compensation of our named executive officers – approved.

 

For

     42,439,673   

Against

     28,011,515   

Abstain

     195,218   

Broker non-votes

     5,320,021   

Proposal No. 6 – Approval of an amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors – approved.

 

For

     70,307,468   

Against

     208,535   

Abstain

     131,053   

Broker non-votes

     5,319,371   

Proposal No. 7 – Shareholder proposal relating to sustainability reporting on environmental, social and governance (ESG) business practices – not approved.

 

For

     20,331,598   

Against

     46,296,565   

Abstain

     4,018,243   

Broker non-votes

     5,320,021   


Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

 

Exhibit 3b    Amended and Restated By-Laws of C. R. Bard, Inc., effective as of April 18, 2012.
Exhibit 10ch*    2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated, filed as Exhibit A to the definitive Proxy Statement of the Company on Schedule 14A filed on March 16, 2012.

 

* This exhibit constitutes a management contract or a compensatory plan or arrangement.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  C. R. BARD, INC.
  (Registrant)
Date: April 20, 2012  

/s/ Jean F. Holloway

 

Jean F. Holloway

Vice President, General Counsel and Secretary


INDEX TO EXHIBITS

 

Exhibit 3b    Amended and Restated By-Laws of C. R. Bard, Inc., effective as of April 18, 2012.
Exhibit 10ch    2012 Long Term Incentive Plan of C. R. Bard, Inc. as amended and restated, filed as Exhibit A to the definitive Proxy Statement of the Company on Schedule 14A filed on March 16, 2012.