8-K 1 v055797.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 31, 2006
 
 
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)

 
Virginia
 
1-14601
 
06-1526315
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
501 Merritt 7, Norwalk, CT
 
06851
(Address of principal executive offices)
 
(Zip Code)


Registrant's telephone number, including area code: (203) 229-2900
 
 
N/A
(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 Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 8.01 Other Events

On October 26, 2006, the Board of Directors amended the Company's Principles of Corporate Governance to provide that if a nominee for director does not receive more “For” votes than “Withheld” votes in an uncontested election, the nominee shall tender his or her resignation to the Board of Directors subject to Board acceptance. The Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board's decision on his or her resignation. The Company’s Principles of Corporate Governance, as amended by the Board on October 26, 2006, can be found in the Investor Relations section of the Company’s website at http://www.archchemicals.com.


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SIGNATURES

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.
 
 
 
 
 
ARCH CHEMICALS, INC.
 
 
 
 
 
 
Date: October 31, 2006
By:  
/s/ Sarah A. O’Connor
 
  
 
Name:     Sarah A. O’Connor
Title:       Vice President, General Counsel and Secretary
 
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