Enterprise Bancorp 8-K 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 22, 2013 (January 15, 2013)
ENTERPRISE BANCORP, INC.
(exact name of registrant as specified in charter)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instructions A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 January 15, 2013, the Board of Directors (the “Board”) of Enterprise Bancorp, Inc. (the “Company”), upon the recommendation of the Company's Corporate Governance/Nominating Committee, approved certain changes to the Company's Amended and Restated By-Laws (as amended, the “By-Laws”) regarding a variety of corporate governance and administrative matters, and amended and restated the By-Laws. The material amendments to the By-Laws are as follows:
In addition, certain additional clarifying and conforming changes were to these sections as well as other sections of the By-Laws.
The description of the By-Laws contained in this Form 8-K is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
The Company's Amended and Restated Bylaws are attached as Exhibit 3.2 hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibit is included with this report:
Exhibit 3.2 Amended and Restated By-Laws of the Company
[Remainder of Page Intentionally Blank]
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.