NYSE Euronext 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 29, 2010
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (212) 656-3000
(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:
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 June 29, 2010, following the receipt of all necessary regulatory approvals, NYSE Euronext amended and restated its By-Laws. The amendment adopts a majority voting standard in uncontested elections of Directors. Under the existing By-Laws, directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. The amendment will add an explicit majority voting provision for uncontested director elections that would replace the plurality vote standard for such elections that is currently in the By-Laws. Contested elections would remain subject to the plurality standard.
The amended and restated bylaws, marked to show changes to the former bylaws, are attached hereto as Exhibit 3.1 and are incorporated by reference.
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.