Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - BELDEN INC. | d189053dex31.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 26, 2016
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 001-12561 | 36-3601505 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 North Brentwood Boulevard, 15th Floor
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this 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)) |
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| Item 5.03. | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment and Restatement of Bylaws
Effective as of May 26, 2016, the Company adopted amended and restated bylaws (the “Restated Bylaws”) to effect the following changes:
| (i) | modify Article III, Section 2 to change the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard; |
| (ii) | modify Article III, Section 2 further to change the size of the Company’s Board of Directors (the “Board”) from a set number of ten (10) directors to a range of no less than eight (8) directors and no greater than eleven (11) directors, the exact amount to be established by a resolution of the Board; and |
| (iii) | add a clause to Article III, Section 13 clarifying that a digital signature submitted by a director shall satisfy the requirement of a writing for purposes of Board action by written consent. |
Effective following the Company’s 2016 annual meeting of stockholders held on May 26, 2016, the Board set the size of the Board at nine (9) directors.
A copy of the Restated Bylaws is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 26, 2016, the Company held its regular Annual Meeting of Stockholders. The stockholders considered four proposals. The results of the voting were as follows:
Proposal 1: Election of Nine Directors for a One-Year Term.
| Shares Voted For | Shares Withheld | |||||||
| David Aldrich |
39,034,375 | 290,228 | ||||||
| Lance C. Balk |
38,502,423 | 822,180 | ||||||
| Steven W. Berglund |
39,034,714 | 289,889 | ||||||
| Judy L. Brown |
39,047,824 | 276,779 | ||||||
| Bryan C. Cressey |
38,508,260 | 816,343 | ||||||
| Jonathan C. Klein |
39,035,662 | 288,941 | ||||||
| George Minnich |
39,035,396 | 289,207 | ||||||
| John M. Monter |
38,902,862 | 421,741 | ||||||
| John S. Stroup |
38,992,655 | 331,948 | ||||||
Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.
| For |
Against |
Abstain |
||||
| 40,120,125 |
249,514 | 60,936 |
Proposal 3: Advisory Vote on Executive Compensation.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 38,918,884 |
321,741 | 83,978 | 1,105,972 |
Proposal 4: To Amend and Restate the 2011 Long Term Incentive Plan.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 38,060,829 |
1,179,972 | 83,802 | 1,105,972 |
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| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws. | |
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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.
| BELDEN INC. | ||||
| Date: May 31, 2016 | By: | /s/ Brian E. Anderson | ||
| Brian E. Anderson | ||||
| Senior Vice President, Legal, General | ||||
| Counsel and Corporate Secretary | ||||
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| Exhibit No. | Description | |
| 3.1 |
Amended and Restated Bylaws. | |