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Quotes & Info
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| CMCO > SEC Filings for CMCO > Form 8-K on 22-Jan-2009 | All Recent SEC Filings |
22-Jan-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial
On January 19, 2009, the Board of Director's of the Company approved an amendment (the "Amendment") to the Company's by-laws amending Section 1.11 thereof. Pursuant to the Amendment, (a) any person submitting a proposal or nomination will be required to disclose with respect to itself and any affiliates and associates (i) the class and number of shares of the Company's stock owned, (ii) any derivative, swap or other transaction which gives that party economic risk similar to ownership in shares of the Company's stock, (iii) any proxy, agreement or relationship that confers a right to vote any shares of the Company's stock, (iv) any agreement or relationship engaged in to increase or decrease the level of risk to, or the voting power of, the proposing persons with respect to the shares of the Company's stock, (v) any rights to dividends on shares of the Company's stock that are separated or separable from the underlying shares, (vi) any performance-related fees the proposing persons are entitled to based on the increase or decrease in the value of any shares of the Company's stock and (vii) any other information relating to the proposing persons that would be required to be disclosed under Section 14 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), (b) the proposing persons will be required to disclose certain financial relationships between the proposing persons and its director nominees similar to the disclosure required by Schedule A under the Exchange Act in connection with relationships between the Company and its executive officers and directors, (c) the proposing persons will be required to provide a reasonably detailed description of all agreements, arrangements and understandings between the proposing persons and other shareholders of the Company in connection with the proposed business that it is the subject of the proposal, (d) the disclosures required by (a), (b) and (c) above will be required to be updated and supplemented if necessary, so as to be accurate as of the record date of the applicable shareholder meeting and as of shortly prior to such meeting and (e) the advance notice and related disclosure requirements are clarified to provide that to any proposals or nominations submitted by shareholders of the Company. The Amendment is embodied in the Company's Third Amended and Restated By-Laws (the "Third Amendment and Restatement").
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Third Amendment and Restatement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
10.1 Third Amended and Restated By-Laws
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