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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of report (Date of earliest event reported): | December 15, 2020 |
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| KAMAN CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Connecticut | | 001-35419 | | 06-0613548 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 1332 Blue Hills Avenue, | Bloomfield, | Connecticut | | 06002 |
| (Address of principal executive offices) | | (Zip Code) |
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| (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):
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock ($1 par value per share) | | KAMN | | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company 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).
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| 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. |
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 15, 2020, the Board of Directors (the “Board”) of Kaman Corporation (the “Company”) amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”) to, among other things, lower the threshold for shareholders of record of the Company to call special meetings of the shareholders of the Company from shareholders of record holding at least thirty-five percent (35%) of the common stock of the Company to shareholders of record holding at least twenty-five percent (25%) of the common stock of the Company and make certain other clarifying and conforming changes, as described below.
The amendments require that any special meeting request be made in writing and include, among other things, (i) a statement of the specific purpose of the meeting and the reasons for conducting such business at the meeting; (ii) the information that would be required to be set forth in a shareholder’s notice of a nomination and/or notice of business proposed to be brought before a meeting pursuant to the Bylaws; (iii) a representation that each requesting shareholder, or one or more representatives of each such shareholder, intends to appear in person or by proxy at the special meeting; (iv) an agreement to notify the Company promptly in the event of any disposition prior to the record date for the special meeting and that any disposition of shares prior to the special meeting shall be deemed a revocation of such special meeting request with respect to such disposed shares; (v) the number of shares of common stock owned of record by each such shareholder; and (vi) documentary evidence that the requesting shareholders in the aggregate own at least twenty-five percent (25%) of the common stock of the Company.
The amendments also include additional provisions permitting virtual shareholder meetings, if and to the extent authorized by the Connecticut Business Corporation Act (the “CBCA”), as well as certain other clarifications and refinements intended to more closely align the Bylaws with the applicable provisions of the CBCA. The amendments were effective immediately upon adoption by the Board.
The foregoing summary of the amendments to the 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 included as Exhibit 3.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
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| Exhibit | Description |
| 3.1 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 |
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.
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| KAMAN CORPORATION |
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| By: | /s/ Shawn G. Lisle |
| | Shawn G. Lisle |
| | Senior Vice President and General Counsel |
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Date: December 15, 2020