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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
(Registrants 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 Companys 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 Companys 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 Companys 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 Companys revised By-Laws is qualified in its entirety by reference to the full text of the Companys 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 Companys 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. |