8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 17, 2019

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdiction of Incorporation)

001-35419	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(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):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of Kaman Corporation (the “Company”), the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (as in effect prior to the amendment, the “Initial Restated Certificate”, and as amended, the “Amended Restated Certificate”) to (i) eliminate the supermajority voting provisions set forth therein, (ii) provide for the election of Directors by majority vote, and (iii) declassify the Board of Directors (the “Board”). Such amendments were set forth in a Certificate of Amendment to the Initial Restated Certificate (the “Certificate of Amendment”), which was filed with the Secretary of State of the State of Connecticut and became effective on April 17, 2019.

In addition, at the Board’s meeting held on April 17, 2019, the Board approved certain conforming amendments to the Amended and Restated Bylaws (as in effect prior to the amendment, the “Initial Restated Bylaws”, and as amended, the “Amended Restated Bylaws”) of the Company. The Amended Restated Bylaws became effective as of April 17, 2019.

Elimination of Supermajority Voting Provisions

Prior to the amendments, the Initial Restated Certificate provided for certain amendments to the Initial Restated Certificate or the Initial Restated Bylaws to be approved by the affirmative vote of the holders of 66 2/3% of all capital stock of the Company which by its terms may be voted on all matters submitted to shareholders of the Company generally, voting together as a single class at a duly called meeting of the shareholders of the Company. In addition, for corporations, like the Company, which were incorporated under the laws of the State of Connecticut prior to January 1, 1997, Connecticut law provides that certain corporate actions be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon, absent a modification to such requirement in a company’s certificate of incorporation. Upon its effectiveness, the Amended Restated Certificate provides that (i) those certain amendments to the Amended Restated Certificate or the Amended Restated Bylaws be instead approved by the affirmative vote of the holders of a majority of all capital stock of the Company which by its terms may be voted on all matters submitted to shareholders of the Company generally, voting together as a single class at a duly called meeting of the shareholders of the Company, and (ii) such corporate transactions be instead approved by the affirmative vote of at least a majority of the votes entitled to be cast on the matter.

Election of Directors by Majority Vote

Connecticut law provides that the members of the Board be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present, absent a modification to such requirement in a company’s certificate of incorporation. Upon their effectiveness, the Amended Restated Certificate and the Amended Restated Bylaws provide that in uncontested director elections, where the number of director nominees does not exceed the number of directors to be elected, each director nominee must receive a majority of votes cast.

Declassification of the Board

Prior to the amendments, the Initial Restated Certificate and Initial Restated Bylaws provided for a classified Board of Directors, with three classes of directors each elected to serve staggered three year terms. Upon their effectiveness, the Amended Restated Certificate and the Amended Restated Bylaws provide that directors elected at the 2020 Annual Meeting and thereafter will be elected to one-year terms. The declassification of the Board will be phased in so that it will not affect the unexpired term of any director elected prior to the 2020 Annual Meeting. Therefore, the directors elected at the 2019 Annual Meeting, as described in Item 5.07 below, were elected to three-year terms, expiring at the 2022 Annual Meeting. The terms of the directors elected at the 2018 Annual Meeting will expire at the 2021 Annual Meeting, and the terms of the directors elected at the 2017 Annual Meeting will expire at the 2020 Annual Meeting. From and after the 2020 Annual Meeting, all directors will stand for election annually. Any director first elected by the Board as a result of a newly created directorship or to fill a vacancy on the Board of Directors will hold office until the next annual meeting of shareholders.

The foregoing description is qualified in its entirety by the Certificate of Amendment and the Amended Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on April 17, 2019. Of the 27,861,723 shares of Company common stock outstanding and entitled to vote at the Annual Meeting, 26,236,393 shares, or approximately 94.17%, were represented in person or by proxy, constituting a quorum. Set forth below are the final results of the voting for each of the proposals voted upon at the Annual Meeting.

1.Proposal No. 1 - Election of Directors

Following the Annual Meeting, the Board of Directors (the “Board”) has nine Directors, divided into three classes. At the Annual Meeting, three individuals were elected as Class II Directors, by the votes set forth below, each to serve for a term of three years and until his or her successor has been elected and qualified.

Nominee	For	Votes Withheld	Broker Non-Votes
Neal J. Keating	23,581,343	441,070	2,213,980
Scott E. Kuechle	23,322,845	699,568	2,213,980
Jennifer M. Pollino	23,952,244	70,169	2,213,980

The Class I and III Directors whose terms continue after the meeting are E. Reeves Callaway III, Karen M. Garrison, A. William Higgins, Brian E. Barents, George E. Minnich, and Thomas W. Rabaut. Richard J. Swift did not stand for re-election at the Annual Meeting in accordance with the Company’s mandatory retirement policy, with his term ending effective as of the Annual Meeting.

2. Proposal No. 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
23,563,105	395,093	64,215	2,213,980

3. Proposal No. 3 -Vote to Approve the Amendment to the Initial Restated Certificate to eliminate the supermajority voting provisions set forth therein

The proposal to approve the Amendment to the Initial Restated Certificate to eliminate the supermajority voting provisions set forth therein was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
19,979,462	3,981,295	61,656	2,213,980

4. Proposal No. 4 -Vote to Approve the Amendment to the Initial Restated Certificate to provide for the election of Directors by majority vote

The proposal to approve the Amendment to the Initial Restated Certificate to provide for the election of Directors by majority vote was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
23,912,117	78,165	32,131	2,213,980

5. Proposal No. 5 - Vote to Approve the Amendment to the Initial Restated Certificate to declassify the Board

The proposal to approve the Amendment to the Initial Restated Certificate to declassify the Board was approved by the following vote:

For	Against	Abstain	Broker Non-votes
19,771,791	4,191,688	58,934	2,213,980

6. Proposal No. 6 - Ratification of Appointment of PricewaterhouseCoopers LLP

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the year ending December 31, 2019 was approved by the following vote:

For	Against	Abstain	Broker Non-votes
26,075,908	130,772	29,713	0

8.01Other Events.

At the annual reorganizational meeting of the Board held on April 17, 2019 in conjunction with the Annual Meeting, the Board reappointed Karen M. Garrison to serve as the Company’s Lead Independent Director. The Board also approved the following Committee appointments for the coming year:

Corporate Governance Committee:

Lead Director, Chair (K.M. Garrison)

A.W. Higgins, S.E. Kuechle, J.M. Pollino

Audit Committee:

S.E. Kuechle, Chair

G.E. Minnich, B.E. Barents, T.W. Rabaut

Personnel & Compensation Committee:

J.M. Pollino, Chair

B.E. Barents, E. R. Callaway, G.E. Minnich

Finance Committee:

A.W. Higgins, Chair

E.R. Callaway, K.M. Garrison, T.W. Rabaut

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are filed as part of this report:

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company
3.2	Amended and Restated Bylaws of the Company

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.

KAMAN CORPORATION
By:	/s/ Robert D. Starr
	Robert D. Starr
	Executive Vice President and Chief Financial
	Officer

Date: April 22, 2019

EX-3.1

SECRETARY OF THE STATE OF CONNECTICUT MAILING ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, P.O. BOX 150470, HARTFORD, CT 06115-0470 DELIVERY ADDRESS: COMMERCIAL RECORDING DIVISION, CONNECTICUT SECRETARY OF THE STATE, 30 TRINITY STREET, HARTFORD, CT 06106 PHONE: 860-509-6003 WEBSITE: www.concord-sots.ct.gov CERTIFICATE OF AMENDMENT STOCK CORPORATION USE INK. COMPLETE ALL SECTIONS. PRINT OR TYPE. ATTACH 81/2 X 11 SHEETS IF NECESSARY. FILING PARTY (CONFIRMATION WILL BE SENT TO THIS ADDRESS): FILING FEE: $100 MAKE CHECKS PAYABLE TO "SECRETARY NAME: Edward B. Whittemore, Esq. OF THE STATE" ADDRESS: Murtha Cullina LLP CityPlace I, 185 Asylum Street CITY: Hartford STATE: CT ZIP: 06103 1. NAME OF CORPORATION: Kaman Corporation 2. THE CERTIFICATE OF INCORPORATION IS (CHECK A, B OR C): A. AMENDED B. RESTATED C. AMENDED AND RESTATED THE RESTATED CERTIFICATE CONSOLIDATES ALL AMENDMENTS INTO A SINGLE DOCUMENT. 3. CHECK 3A OR 3B OR BOTH, AS APPROPRIATE. 3A. TEXT OF EACH AMENDMENT / RESTATEMENT: The Amended and Restated Certificate of Incorporation of Kaman Corporation is hereby amended as set forth in Exhibit A attached hereto. FORM CAS-1-1.0 PAGE 1 OF 2 REV. 10/2014 American LegalNet, Inc. www.FormsWorkFlow.com

3B. ELECTION OF BENEFIT CORPORATION STATUS. (MUST check box 3B if electing Benefit Corporation Status.) The corporation elects to be a Benefit Corporation. In addition to the stated purposes for which the corporation is formed, the corporation shall also have the purpose to create a general public benefit as defined in the Connecticut Benefit Corporation Act. [NOTE: If the Benefit Corporation adopts one or more specific public benefits in addition to the required general public benefit, then the corporation must set forth the specific public benefit(s) in Box 3A, "TEXT OF EACH AMENDMENT/RESTATEMENT", above. If so, then BOTH Box 3A AND Box 3B should be checked on the form.] 4. VOTE INFORMATION (SELECT A, B, C OR D): A. THE AMENDMENT WAS APPROVED BY SHAREHOLDERS IN THE MANNER REQUIRED BY SECTIONS 33-600 TO 33-998 OF THE CONNECTICUT GENERAL STATUTES, AND BY THE CERTIFICATE OF INCORPORATION. B. THE AMENDMENT WAS APPROVED BY THE INCORPORATORS. NO SHAREHOLDER APPROVAL WAS REQUIRED. C. THE AMENDMENT WAS APPROVED BY THE BOARD OF DIRECTORS. NO SHAREHOLDER APPROVAL WAS REQUIRED. D. THE AMENDMENT WAS APPROVED BY A MINIMUM STATUS VOTE, AS REQUIRED BY THE CONNECTICUT BENEFIT CORPORATION ACT. SELECT D IF A MINIMUM STATUS VOTE RESULTED IN THE ELECTION OF BENEFIT CORPORATION STATUS. 5. EXECUTION: DATED THIS 17th DAY OF April, 2019 NAME OF SIGNATORY CAPACITY/TITLE OF SIGNATORY SIGNATURE (print or type) Executive Vice President and Chief Robert D. Starr Financial Officer /s/ Robert D. Starr FORM CAS-1-1.0 PAGE 2 OF 2 REV. 10/2014 American LegalNet, Inc. www.FormsWorkFlow.com

Exhibit A AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KAMAN CORPORATION (THE “RESTATED CERTIFICATE”) 1. Declassification of the Board of Directors. Clause 2 of Paragraph D of Article SEVENTH of the Restated Certificate is hereby deleted in its entirety and replaced with the following language: (2) Classes. Directors elected prior to the 2020 Annual Meeting of Shareholders shall continue to be, and are, divided into three classes, as nearly equal in number as possible, and shall hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of their respective elections and until their respective successors are duly elected and qualified. Directors elected at each Annual Meeting of Shareholders commencing with the Annual Meeting of Shareholders in 2020 shall hold office for a term of one year expiring at the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. 2. Implementation of Majority Voting for the Election of Directors. Clauses (4), (5) and (6) of Paragraph D of Article SEVENTH of the Restated Certificate are hereby renumbered as Clauses (5), (6) and (7) and the following new Clause (4) is hereby added to such Paragraph: (4) Election. At any meeting of shareholders at which directors may be elected each director nominee shall be elected by an affirmative vote of a majority of the votes cast with respect to such director nominee by the shareholders entitled to vote in the election at a meeting at which a quorum is present, unless the number of nominees exceeds the number of directors to be elected, in which case each director nominee shall be elected by a plurality of the votes of the shares properly represented and entitled to vote in the election at such meeting. “Votes cast” include votes “for” and “against”, but exclude abstentions and broker non-votes with respect to that director nominee’s election. In the event that a nominee is already a director of the corporation and does not receive a majority of the votes cast with respect to such nominee in an election where the number of nominees equals the number of directors to be elected, such nominee shall promptly tender his or her resignation to the Board of Directors for consideration. No shareholder shall have the right to cumulate votes in the election of directors. 9928906v3

3. Elimination of Supermajority Voting Provisions. Articles EIGHTH and NINTH of the Restated Certificate are hereby deleted in their entirety and replaced with the following language: EIGHTH In furtherance and not in limitation of the powers conferred by statute, a majority of the entire Board of Directors is expressly authorized to adopt, repeal, alter, amend or rescind the Bylaws of the corporation. As used in this Article EIGHTH, the term “entire Board of Directors” means the total number of directors which the corporation would have, as fixed by the Board of Directors under Paragraph D of Article SEVENTH of this Amended and Restated Certificate of Incorporation, if there were no vacancies. In addition, the Bylaws of the corporation may be amended, altered, repealed, or rescinded by the affirmative vote of the holders of a majority of all capital stock of the corporation which by its terms may be voted on all matters submitted to shareholders of the corporation generally, voting together as a single class at a duly called meeting of the shareholders of the corporation. NINTH Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of a majority of all capital stock of the corporation which by its terms may be voted on all matters submitted to shareholders of the corporation generally, voting together as a single class at a duly called meeting of the shareholders of the corporation, shall be required to amend, alter, repeal, rescind or adopt any provision inconsistent with Articles SEVENTH and EIGHTH of this Amended and Restated Certificate of Incorporation and this Article NINTH. The corporation expressly elects not to be governed by the provisions of Sections 33-797(f), 33-817(9), 33- 831(i) or 33-881(f) of the CBCA pertaining to the shareholder vote required for corporations incorporated under the laws of the State of Connecticut prior to January 1, 1997 with respect to approval of an amendment of a certificate of incorporation, a plan of merger or share exchange, a sale of assets other than in the ordinary course of business or dissolution. - 2 - 9928906v3

EX-3.2

KAMAN CORPORATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

1.The principal office of this corporation shall be at such place within or without the Town of Bloomfield in the State of Connecticut as the Board of Directors of the corporation (the “Board of Directors” or the “Board”) shall from time to time designate. The corporation may have such other offices within or without the State of Connecticut as the Board of Directors may from time to time determine or as the activities of the corporation may require.

ARTICLE II

Meetings of Stockholders

1.PLACE OF MEETINGS. All meetings of the stockholders shall be held at the principal office or place of business of the corporation, or at such place within or without the State of Connecticut as from time to time may be designated by resolution of the Board of Directors.

2.ANNUAL MEETINGS. The annual meetings of the stockholders shall be held on such day, other than a legal holiday, in the month of March or April of each year and at such time and place as may be designated by the Board of Directors. The purpose of such meeting shall be the election of directors by ballot and the transaction of such other business as may properly come before such meeting. If the annual meeting of the stockholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these bylaws or otherwise lawfully held.

3.NOTICE OF ANNUAL MEETING. A notice setting out the day, hour and place of such annual meeting shall be mailed, postage prepaid, to each stockholder of record at the stockholder’s address as the same appears on the stock transfer and registration records of the corporation or its agent, or if no such address appears, at the stockholder’s last known address, not less than ten (10) days nor more than sixty (60) days before such annual meeting. Such notice shall also state any proposed amendment or repeal of these bylaws and any other proposed matter other than the election of directors which, under the Connecticut Business Corporation Act (“CBCA”), expressly requires the vote of stockholders.

4.SPECIAL MEETINGS. Special meetings of the stockholders may be called at any time by the Chief Executive Officer or by majority vote of the Board of Directors. A special meeting of the stockholders shall be called by the Chief Executive Officer upon the written request of one (l) or more stockholders holding in the aggregate at least thirty-five percent (35%) of the total number of shares entitled to vote on any issue proposed to be considered at such meeting upon their delivery to the Secretary of one (l) or more written demands for the special meeting describing the purpose or purposes for which it is to be held. The Secretary shall mail a notice of such meeting to each stockholder of record not less than ten (10) days nor more than sixty (60) days before such meeting, and such notice shall state the day, hour and place of such meeting and the purpose thereof.

5.ADJOURNMENT OF STOCKHOLDERS’ MEETING. If an annual or special stockholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 33- 701 of the CBCA, however, notice of the adjourned meeting must be given under these bylaws to persons who are stockholders as of the new record date.

6.WAIVER OF NOTICE.

(a)A stockholder may waive any notice required by the CBCA, the certificate of incorporation of the corporation (the “Certificate of Incorporation”) or these bylaws before or after the date

and time stated in the notice. The waiver must be in writing, be signed by the stockholder entitled to notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b)A stockholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.

7.STOCKHOLDER ACTION WITHOUT MEETING.

(a)Any action which, under the provisions of the CBCA, may be taken at a meeting of stockholders may be taken without a meeting by one or more consents in writing, setting forth the action so taken or to be taken, bearing the date of signature and signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys. The Secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the stockholders. Any consent or consents that become effective as provided herein shall have the same force and effect as a vote of stockholders at a meeting duly held.

(b)If not otherwise fixed under Section 33-701 of the CBCA or in accordance with Section 12 of this Article II, the record date for determining the stockholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest date appearing on a consent delivered to the corporation in the manner required by this section, written consents signed by all other stockholders entitled to vote on the matter are received by the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient to take the corporate action are delivered to the corporation.

8.QUORUM. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the CBCA or the Certificate of Incorporation otherwise provides, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

9.PROXIES.

(a)A stockholder may vote each stockholder’s shares in person or by proxy.

(b)A stockholder may appoint a proxy to vote or otherwise act for such stockholder by signing an appointment form or by an electronic transmission of the appointment, either personally or by such stockholder’s agent or attorney-in-fact. An electronic transmission of the appointment must contain or be accompanied by information from which one can determine that a stockholder or his agent or attorney-in-fact authorized the electronic transmission.

(c)An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment that conforms with the requirements of subsection (b) of this section is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment, received by such person shall be sufficient to effect such appointment. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.

(d)An appointment of a proxy is revocable by the stockholder unless the appointment form or electronic transmission of the appointment conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of (i) a pledgee; (ii) a person who purchased or agreed to purchase the shares; (iii) a creditor of the corporation who extended it credit under the terms requiring the appointment; (iv) an employee of the corporation whose

employment contract requires the appointment; or (v) a party to a voting agreement created under Section 33-716 of the CBCA.

(e)The death or incapacity of the stockholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f)An appointment made irrevocable under subsection (d) of this Section 9 is revoked when the interest with which it is coupled is extinguished.

(g)A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if such transferee did not know of its existence when such transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. The Secretary or other officer or agent authorized to tabulate votes may require such transferee to represent such transferee’s lack of knowledge of such irrevocable appointment and may rely on such representation.

(h)Subject to Section 33-708 of the CBCA and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission of the appointment, the corporation is entitled to accept the proxy’s vote or other action as that of the stockholder making the appointment.

10.NUMBER OF VOTES OF EACH STOCKHOLDER. Except as otherwise provided in the Certificate of Incorporation, each stockholder, whether represented in person or by proxy, shall be entitled to one (l) vote for each share of stock standing in such stockholder’s name on the books of the corporation on the record date.

11.VOTING. In the election of directors and in voting on any question on which a vote by ballot is required by law or is demanded by any stockholder, the voting shall be by ballot; on all other questions it may be viva voce.

12.RECORD DATE. For the purpose of determining which stockholders are entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or which stockholders are entitled to receive payment of any dividend or for any other proper purpose, the Board of Directors, and in the absence of its action the Secretary of the corporation or any other person lawfully acting, shall set a record date which shall not be any earlier than the date on which the Board of Directors, the Secretary or such other authorized party acts to set such record date and no more than seventy (70) nor less than ten (10) days before the particular meeting or event requiring such determination of stockholders is to occur.

13.ADVANCE NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETINGS OF STOCKHOLDERS. To be properly brought before the annual or any special meeting of the stockholders, business must be either (a) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) solely in the case of the annual meeting, otherwise properly brought before the meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of stockholders entitled to notice of and to vote at an annual meeting and (ii) who complies with the advance notice procedures set forth in this Section 13.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a stockholder’s written notice to the Secretary of the corporation must be delivered to or mailed and received at the principal executive offices of the corporation not less than seventy-five (75) days nor more than ninety (90) days prior to the first anniversary of the date of the immediately preceding year’s annual meeting of the stockholders; provided, however, that if the date of the annual meeting is

advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission), whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary of the corporation must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of such stockholder proposing such business, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting.

Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual or any special meeting of the stockholders except business brought before the meeting in accordance with the procedures set forth in this Section 13; provided, however, that, once business has been properly brought before the meeting in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any stockholder of any such business. The officer of the corporation presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 13, and if such officer shall so determine, such officer shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted.

14.ADVANCE NOTIFICATION OF NOMINATION OF DIRECTORS. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the rights, if any, of the holders of shares of preferred stock of the corporation to nominate and elect a specified number of directors in certain circumstances.

Nominations of persons for election to the Board of Directors may be made at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 14 and on the record date for the determination of stockholders entitled to notice of and to vote at such meeting and (ii) who complies with the advance notice procedures set forth in this Section 14.

In addition to any other applicable requirements, for a nomination to be properly made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

To be timely, a stockholder’s written notice to the Secretary of the corporation must be delivered to or mailed and received at the principal executive offices of the corporation, in the case of: (x) an annual meeting, not less than seventy-five (75) days nor more than ninety (90) days prior to the first anniversary of the date of the immediately preceding year’s annual meeting of the stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, notice by the stockholder

must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission), whichever first occurs; and (y) a special meeting of the stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting is first given or made (which for this purpose shall include any and all filings of the corporation made on the EDGAR system of the Securities and Exchange Commission or any similar public database maintained by the Securities and Exchange Commission).

To be in proper written form, a stockholder’s notice to the Secretary of the corporation must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, if any, and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder proposing such nomination, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named or referred to as a nominee and to serve as a director if elected. The corporation may require any proposed nominee to furnish such other information (which may include meetings to discuss the furnished information) as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 14. The officer of the corporation presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the nomination was not made in accordance with the provisions of this Section 14, and if such officer shall also determine, such officer shall so declare to the meeting that any such defective nomination shall be disregarded.

ARTICLE III

Directors

1.NUMBER AND TERM OF OFFICE. The property, business and affairs of the corporation shall be managed by or under the direction of a Board of Directors composed of that number of directors as shall be specified as provided in Article SEVENTH of the Certificate of Incorporation. Directors shall be elected by ballot by the stockholders and shall hold office as provided in Article SEVENTH of the Certificate of Incorporation. Directors need not be stockholders.

2.ELECTION. Except in a contested election, a nominee for director shall be elected to the Board of Directors if the number of shares voted “for” such nominee’s election exceeds fifty percent (50%) of the number of votes cast with respect to such nominee’s election at a duly called meeting for the election

of directors at which a quorum is present. “Votes cast” include votes “for” and “against”, but exclude abstentions and broker non-votes with respect to that nominee’s election. In the event of a contested election of directors, directors shall be elected by a plurality of the votes cast at any duly called meeting for the election of directors at which a quorum is present. A “contested election” shall mean any election of directors in which the number of nominees for election as directors exceeds the number of directors to be elected.

3.VACANCIES. Any vacancy in the Board of Directors by reason of death, resignation or other cause may be filled as provided by Article SEVENTH of the Certificate of Incorporation.

4.POWERS OF DIRECTORS. The directors shall have the general management and control of the property, business and affairs of this corporation and shall exercise all the powers that may be exercised or performed by this corporation under the CBCA, the Certificate of Incorporation and these bylaws.

5.PLACE OF MEETINGS. The directors may hold their meetings at such place or places within or without the State of Connecticut as the Board may from time to time determine.

6.REGULAR MEETINGS. A meeting of the directors for the election of officers and the transaction of any other business that may come before such meeting shall be held with or without notice immediately following each annual meeting of the stockholders at the place designated therefor. Other regular meetings of the Board of Directors may be scheduled at any meeting of the Board, duly called and held, and such regular meetings may be held with or without notice.

7.OTHER MEETINGS. Other meetings of the directors may be held whenever the President or a majority of the directors may deem it advisable, notice of the date, time and place thereof to be mailed or given orally, by facsimile or by electronic mail to each director at least two (2) days prior to such meeting. Any such notice shall be effective in accordance with Section 603 of the CBCA.

8.WAIVER OF NOTICE. A director may waive any notice required by the CBCA, the Certificate of Incorporation or these bylaws before or after the date and time stated in the notice. Except as provided in the next sentence of this Section, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

9.DIRECTORS’ CONSENT.

(a)Any action required or permitted by the CBCA to be taken by the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken or to be taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(b)Action taken under this Section 9 is effective when the last director signs the consent, unless the consent specifies a different effective date. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c)A consent signed under this Section 9 has the effect of action taken at a meeting of the Board of Directors and may be described as such in any document.

10.QUORUM. A majority of the number of directors fixed from time to time by the Board of Directors pursuant to Section D of Article Seventh of the Certificate of Incorporation and Section 1 of this Article III shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but any number less than a quorum may adjourn such meeting to a specified date. The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors.

11.COMPENSATION OF DIRECTORS. Directors may receive such compensation or salary for their services as determined by resolution of the Board of Directors, including but not limited to a fixed sum and expenses of attendance for attendance at each regular or special meeting of the Board and any committee

of the Board. Any director may also serve the corporation in any other capacity and receive compensation therefor.

12.COMMITTEES. The Board of Directors may, by resolution adopted by the affirmative vote of directors constituting a majority of the entire Board of Directors, create one or more committees comprising in each case two or more directors, which committee or committees shall have and may exercise all such authority of the Board as may be delegated to it in such resolution or thereafter by similar resolution, provided, however, that a committee may not (i) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board of Directors; (ii) approve or propose to stockholders action that the CBCA requires to be approved by the stockholders; (iii) fill vacancies on the Board of Directors or on any of its committees; or (iv) adopt, amend or repeal these bylaws. Any such committee shall conduct its meetings or other actions in accordance with the notice, waiver of notice, action by written consent and quorum provisions as apply to the Board of Directors under Sections 6, 7, 8, 9 and 10 of this Article III. The Board of Directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification.

13.DIRECTOR EMERITUS. The Board of Directors may, from time to time, appoint any former director of the corporation who shall have retired from the board for reasons of age, health or similar reasons, as Director Emeritus of the corporation. A Director Emeritus shall be entitled to attend such meetings of the directors and be compensated therefor as the Board may determine.

14.VICE CHAIRMAN. The Board of Directors may, from time to time, appoint a Vice Chairman of the Board of Directors from among the then serving members of the board who, in the absence or incapacity of the Chairman, shall have the powers and responsibilities of the Chairman with respect to meetings of the Board of Directors and of the stockholders and shall also assist the Chairman with respect to meetings of the Board of Directors and of the stockholders as the Chairman may request. The position of Vice Chairman shall not be a corporate office or carry with it any of the powers or responsibilities of any corporate office of the corporation, however, the same individual may simultaneously serve as Vice Chairman and as a corporate officer of the corporation. The Vice Chairman shall serve for a term of one year and until his or her successor is duly appointed and qualified but may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing. The Vice Chairman may be compensated for his or her services as such as the Board may determine.

15.MANDATORY RETIREMENT AGE. Unless otherwise authorized in writing by the Board of Directors, the mandatory retirement age for a director shall be age seventy-two (72). Directors serving on November 14, 2000 shall be eligible to serve until age seventy-five (75).

ARTICLE IV

Officers

1.GENERAL. The Board of Directors shall elect a Chairman, a Chief Executive Officer, a President, one or more Vice Presidents, a Treasurer and a Secretary, and may from time to time appoint such other officers as the Board deems expedient. Any two or more offices may be held by the same person. The duties of officers of the corporation shall be such as are prescribed by these bylaws and as may be prescribed by the Board.

2.CHAIRMAN. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders. The Chairman shall perform such additional duties as may be assigned to him or her from time to time by the Board of Directors.

3.CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general control and management of the corporation’s business and affairs, subject to the direction of the Board of Directors. Unless the Board of Directors otherwise determines, the Chairman shall be the Chief Executive Officer. If the Chairman is not the Chief Executive Officer, then, in the absence or disability of the Chairman, the Chief Executive Officer shall perform the duties and have the power of the Chairman.

4.PRESIDENT. The President shall perform all duties incident to the office of President and shall have full authority and responsibility for the operation of the business of the corporation, subject to the direction of the Board of Directors and the Chief Executive Officer. In the event of the absence or disability of the Chief Executive Officer, the President shall perform the duties and have the power of the Chief Executive Officer. The President shall perform such additional duties as may be assigned to him or her from time to time by the Board of Directors or the Chief Executive Officer.

5.VICE PRESIDENT. Any Vice President shall have the powers and perform such duties as may be assigned to him or her or by the Board of Directors or the Chief Executive Officer.

6.SECRETARY. The Secretary shall keep a record of the minutes of the proceedings of all meetings of stockholders and directors and shall issue all notices required by law or by these bylaws, and he or she shall discharge all other duties required of such officer by law or designated from time to time by the Board of Directors or by the Chief Executive Officer or as are incident to the office of Secretary. The Secretary shall have the custody of the seal of this corporation and all books, records and papers of this corporation, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by a resolution of the Board of Directors.

7.TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, keep full and accurate accounts of receipts and disbursements and books belonging to the corporation, deposit all moneys and valuable effects in the name and to the credit of the corporation in depositories approved by the Board of Directors, and, in general, perform such other duties as may from time to time be assigned to him or her by the Board of Directors or by the Chief Executive Officer or as are incident to the office of Treasurer.

8.TERM OF OFFICE. Each of such officers shall serve for the term of one year and until his or her successor is duly appointed and qualified, but any officer may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing. Vacancies among the officers by reason of death, resignation or other causes shall be filled by the Board of Directors.

9.COMPENSATION. The compensation of all officers shall be fixed by the Board of Directors, and may be changed from time to time by a majority vote of the Board.

ARTICLE V

Capital Stock; Stock Certificates; Transfer of Stock

1.CAPITAL STOCK; STOCK CERTIFICATES. The shares of the corporation’s capital stock may be certificated or uncertificated, as provided under the laws of the State of Connecticut. Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Each stockholder, upon written request to the corporation or its transfer agent, shall be entitled to a certificate of the capital stock of the corporation in such form, not inconsistent with law and the Amended and Restated Certificate of Incorporation of the corporation, as shall be authorized or adopted by the Board of Directors. Each certificate shall be consecutively numbered and shall set forth upon its face as at the time of issue: the name of this corporation; a statement that this corporation is organized under the laws of the State of Connecticut; the name of the person to whom issued; the number of shares represented thereby; and the par value of each such share. Each certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the corporation. Any or all of the signatures on a certificate may be a facsimile. If any person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate shall nevertheless be valid.

2.RULES AND REGULATIONS. The Board of Directors may appoint one or more transfer agents for the corporation’s capital stock and may make, or authorize such agent or agents to make, all such rules and regulations as are expedient governing the issue, transfer and registration of shares of the capital stock of the corporation and any certificates representing such shares.

3.TRANSFERS. The capital stock of the corporation shall be transferred only upon the books of the corporation either (a) if such shares are certificated, by the surrender to the corporation or its transfer agent of the old stock certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, or (b) if such shares are uncertificated, upon proper instructions from the holder thereof, in each case with such proof of the authenticity of signature as the corporation or its transfer agent may reasonably require. Prior to due presentment for registration of transfer of a security (whether certificated or uncertificated), the corporation shall treat the registered owner of such security as the person exclusively entitled to vote, receive notifications and dividends, and otherwise to exercise all the rights and powers of such security.

ARTICLE VI

Seal

1.The seal of the corporation shall have inscribed thereon the name of the corporation, the word “Seal” and the word “Connecticut”, and shall be in the custody of the Secretary.

ARTICLE VII

Fiscal Year

1.The fiscal year of the corporation shall commence on January 1.

ARTICLE VIII

Amendments

1.These bylaws may be adopted, amended or repealed at any validly called and convened meeting of the Board of Directors by the affirmative vote of Directors holding a majority of the number of directorships at the time or by the unanimous written consent of the Board of Directors as provided in Article III, Section 9 of these bylaws. Any notice of a meeting of the Board of Directors at which bylaws are to be adopted, amended or repealed shall include notice of such proposed action.