This excerpt taken from the IN 8-K filed May 19, 2006.
Amendments to Articles of Incorporation or Bylaws
At the annual meeting of stockholders held on May 17, 2006, the stockholders of Intermec, Inc. (the Company) approved amendments to Article X of the Companys Certificate of Incorporation which (a) end the present three-year staggered terms of directors and instead provide for the annual election of directors, (b) eliminate the requirement that stockholder removal of a director may only be for cause, and (c) eliminate supermajority voting provisions for the removal of directors and for the amendment of these provisions. Each director must stand for election at the 2007 Annual Meeting, whether or not previously scheduled to do so. The full management proposal, along with the boards recommendation to shareholders that they approve the proposal, was included in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2006.
On the same day, the board of directors adopted a Restated Certificate of Incorporation, reflecting the amendments approved at the annual meeting on May 17, 2006, a previous amendment changing the name of the Company to Intermec, Inc. and other permitted changes. The board of directors has also adopted corresponding changes to the Companys By-laws and adopted Restated By-laws.
The Companys Restated Certificate of Incorporation and Restated By-laws were effective May 17, 2006 and are attached hereto as exhibits and incorporated by reference.