McAfee Inc 8-K 2009
UNITED STATES 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: February 3, 2009
(Date of earliest event reported)
(Exact Name of Registrant as specified in Charter)
3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(Registrants telephone number, including area code)
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 Instruction A.2. below):
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 3, 2009, the Board of Directors (the Board) of McAfee, Inc., a Delaware corporation (the Company) adopted the Companys Third Amended and Restated Bylaws (the Bylaws).
The material amendments to the Companys Second Amended and Restated Bylaws (the Former Bylaws) reflected in the Bylaws were effected in Articles I and II and pertain to (i) advance notice of stockholder nominations for the election of directors and other stockholder business and (ii) majority voting for the election of directors in uncontested elections.
Advance Notice of Stockholder Nominations and Other Stockholder Business
Amendments effected in Article I, Section 7 of the Bylaws specify, among other things, the following:
Majority Election of Directors
Amendments effected in Article II, Section 2 of the Bylaws specify, among other things, the following:
In addition to the amendments described above, conforming amendments to the Former Bylaws were made to effect the foregoing and other amendments were made to generally update the Former Bylaws and contemplate recent changes in and interpretations of the General Corporation Law of Delaware. The foregoing description of the amendments to the Former Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1.
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.