Belden CDT 8-K 2012
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 30, 2012
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
7733 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(Registrants telephone number, including area code)
(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:
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective May 30, 2012, the Board of Directors (the Board) of Belden Inc. (the Company) amended Section 2 of Article III of the Companys Third Amended and Restated Bylaws to provide for a board of nine members. The revised language of Article III, Section 2 is included in Exhibit 3.1 hereof.
Item 5.05. Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of
(a) Effective May 30, 2012, the Companys Board approved the adoption of a new code of ethics for the Company, known as the Belden Code of Business Conduct and Ethics (the Code). A copy of the Code is included in Exhibit 14.1 hereof.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 30, 2012, the Company held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:
Proposal 1: Election of Nine Directors for a One-Year Term.
Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.
Proposal 3: Advisory Vote on Executive Compensation.
Item 9.01. Financial Statements and Exhibits.
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.