Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - MEADWESTVACO Corp | d627948dex31.htm |
UNITED STATES
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): November 12, 2013
MeadWestvaco Corporation
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-31215 | 31-1797999 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
501 South 5th Street, Richmond, Virginia 23219-0501
(Address of principal executive offices)
(804) 444-1000
(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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 12, 2013, the Board of Directors of MeadWestvaco Corporation (the “Company”) amended the Company’s Bylaws in accordance with the provisions of Section 7.7. The amendment became effective on the same date and adds new Section 7.8 to the Company’s Bylaws. It provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or the Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).
The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the complete amendment, a copy which is attached hereto as Exhibit 3.1. A complete copy of the Bylaws, as amended, will be filed as an exhibit to the Company’s next periodic report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Amendment to the Bylaws of MeadWestvaco Corporation | |
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.
| MEADWESTVACO CORPORATION | ||||||
| By: | /s/ John J. Carrara | |||||
| Date: November 13, 2013 | John J. Carrara | |||||
| Assistant Secretary | ||||||
Exhibit Index
| Exhibit Number |
Description | |
| 3.1 | Amendment to the Bylaws of MeadWestvaco Corporation | |