Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - BARD C R INC /NJ/ | d678862dex31.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): February 12, 2014
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2014, the Board of Directors of C. R. Bard, Inc. (the “Company”) amended the Company’s By-Laws, effective as of February 12, 2014, to repeal the third paragraph of Section 1 of Article IV of the By-Laws and to adopt a new provision that would require all director nominees in compliance with the By-Laws advance notice provision to: (i) complete a questionnaire regarding the background and qualifications of the nominee and the organization on whose behalf the nomination is being made; and (ii) provide a written representation and agreement that such nominee is not and will not become a party to a voting or compensation-related agreement that is not disclosed to the Company and that such nominee will comply with all applicable laws and Company policies.
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 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-Laws of C. R. Bard, Inc., effective as of February 12, 2014 | |
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: February 19, 2014 |
/s/ Richard C. Rosenzweig | |
| Richard C. Rosenzweig Vice President, Law and Assistant Secretary | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-Laws of C. R. Bard, Inc., effective as of February 12, 2014. | |