-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCN46mwc+yxZaD3Cuw7AcM06OrPfy7wIGPfMeJ1MU+4I/XYeQrXkjYdMueVXhS/3 Ua4HWDg8ajPBEFmGDC/wng== 0001378862-07-000003.txt : 20070305 0001378862-07-000003.hdr.sgml : 20070305 20070305170249 ACCESSION NUMBER: 0001378862-07-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHSOUTH CORP CENTRAL INDEX KEY: 0000785161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 630860407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10315 FILM NUMBER: 07672060 BUSINESS ADDRESS: STREET 1: ONE HEALTHSOUTH PKWY STREET 2: STE 224W CITY: BIRMINGHAM STATE: AL ZIP: 35243 BUSINESS PHONE: 2059677116 MAIL ADDRESS: STREET 1: ONE HEALTHSOUTH PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35243 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSOUTH REHABILITATION CORP DATE OF NAME CHANGE: 19920703 8-K 1 form_8k-incorpbylaws.htm FORM 8-K AMENDMENTS TO BYLAWS

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): February 28, 2007

HealthSouth Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

000-14940

63-0860407

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

One HealthSouth Parkway,

Birmingham, Alabama


35243

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (205) 967-7116

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:

 

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 240.13a-4(c))

 

 

 

 

 

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

 

On February 28, 2007, the Board of Directors (the “Board”) of HealthSouth Corporation (the “Company”) passed resolutions amending the Company’s Amended and Restated By-Laws, as adopted on September 21, 2006 (the “By-Laws”), to require a majority vote for the election of directors and to change the requirements for stockholder nominations for director, such amendments to become effective immediately. The Board replaced Section 3.4(a) of the By-Laws to provide that the Company’s directors shall be elected by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present; provided, however, directors of the Company will still be elected by a plurality of the votes cast at any meeting of stockholders for which (i) a stockholder nominated person is eligible for election to the board of directors and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders.

 

The Board also replaced the fourth paragraph of Section 3.4(b) of the By-Laws to require, among other things, that all nominations by a stockholder include a statement that the stockholder nominee, if elected, intends to submit an irrevocable resignation to be effective upon (i) such nominee’s failure to receive the required vote at the next meeting at which they are nominated for re-election and (ii) acceptance by the Board of such resignation.

 

The foregoing summary of the amendments to the By-Laws is incomplete and is qualified in its entirety by reference to the text of the amendments, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01

Other Events

On February 28, 2007, the Board also amended the Corporate Governance Guidelines of HealthSouth Corporation (the “Corporate Governance Guidelines”) to reflect the amendments to the By-Laws and to require, among other things, that all candidates selected by the Board (i) for election as directors or (ii) to fill a vacancy or newly created position on the Board submit irrevocable resignations that will be effective upon (a) the failure to receive the required vote at the next meeting at which they are nominated for re-election and (b) acceptance by the Board of such resignation.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

See the Exhibit Index which is incorporated herein by reference.

 

 

 

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SIGNATURE

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 hereto duly authorized.

 

Dated: March 5, 2007

 

HEALTHSOUTH CORPORATION

 

 

 

/s/ John P. Whittington

John P. Whittington, Executive Vice President, General Counsel and Corporate Secretary

 

 

 

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Exhibit Index

 

 

Exhibit No.

Description

 

 

3.1

Amendments to Section 3.4(a) and 3.4(b) of the Amended and Restated By-Laws.

 

 

 

 

4

 

 

 EX-3 2 exhibit_3-18k.htm EXHIBIT 3.1

EXHIBIT 3.1

AMENDMENTS TO SECTION 3.4(a) AND 3.4(b) OF THE

AMENDED AND RESTATED BY-LAWS

 

1.        Section 3.4(a) of the Amended and Restated By-laws of HealthSouth Corporation, as adopted on September 21, 2006 (the “Bylaws”), was deleted in its entirety and replaced with the following:

 

“(a) Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, after the first meeting of the Corporation at which Directors are elected, Directors of the Corporation shall be elected in each year at the annual meeting of stockholders, or at a special meeting in lieu of the annual meeting called for such purpose, by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present; provided, however, that Directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation received a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for Director set forth in Article III, Section 3.4(b), of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders. For purposes of this By-law, a majority of votes cast shall mean that the number of shares voted “for” a nominee exceeds fifty percent (50%) of the number of votes cast with respect to such nominee. Votes cast with respect to a nominee shall include votes to withhold authority and exclude abstentions with respect to such nominee. The voting on Directors at any such meeting shall be by written ballot unless otherwise provided in the Certificate of Incorporation.”

 

2.            The fourth paragraph of Section 3.4(b) of the By-laws was deleted in its entirety and replaced with the following:

 

“To be in proper written form, a stockholder’s notice to the Secretary 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, (iv) a statement whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Corporation’s Corporate Governance

 

 

Guidelines, and (v) 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 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, (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 as a nominee and to serve as a director if elected.”

 

 

 

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