Diebold 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(Exact name of registrant as specified in its charter)
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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:
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Item 8.01 Other Events
On February 15, 2012, Diebold, Incorporated (the “Company”) initially entered into a Stipulation of Settlement with the plaintiffs and individual defendants in the purported shareholders' derivative action captioned Levine v. Geswein et al., Case No. 2010-CV-3848, currently pending in the Court of Common Pleas of Stark County, Ohio. The Stipulation of Settlement was amended by the agreement of the parties on March 2, 2012 (as amended, the “Stipulation”).
Under the terms of the proposed settlement of the derivative action provided for in the Stipulation, the Company will implement corporate governance measures that are designed to strengthen its internal controls. The measures include, but are not limited to, initiation and/or formalization of certain corporate governance structural elements, recovery of incentive-based compensation in the event of a restatement, certain continuing education concepts, and enhancement and/or clarification of duties and responsibilities of the Company's Board of Directors and its committees.
The Stipulation is subject to the approval by the Court. If the Court gives its approval to the Stipulation, the derivative action will be dismissed with prejudice.
The description of the Stipulation set forth above is qualified in its entirety by reference to the actual terms of the Stipulation, which can be found on Company's website at www.diebold.com/investors.
Attached hereto as Exhibit 99.1 is the Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (the “Notice”). In addition to the Stipulation, the Notice will be posted and available for viewing on the Company's website. Shareholders should read the Notice and the Stipulation for more information.
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.