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 24, 2014
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
0-20388 |
36-3795742 |
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(State or other jurisdiction |
(Commission File No.) |
(IRS Employer |
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8755 W. Higgins Road, Suite 500, Chicago, IL |
60631 |
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(Address of principal executive offices) |
(Zip Code) |
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(773) 628-1000 | |
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(Registrant's telephone number, including area code) | |
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Not applicable | |
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(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:
[ ] 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 24, 2014, the Board of Directors of Littelfuse, Inc. (the “Company”) adopted the First Amendment to Bylaws of Littelfuse, Inc. (the “Bylaws Amendment”) to provide for majority voting in uncontested director elections. The Bylaws Amendment was effective October 24, 2014.
Under the Bylaws Amendment, in an uncontested election at which a quorum is present, a director will be elected if the number of shares voted “for” the director’s election exceeds the number of votes “withheld” or "against" that director’s election. In addition, the Company enacted a resignation policy, which requires an incumbent director who receives more “withhold” or "against" votes than votes “for” his or her election to tender his or her letter of resignation for consideration by the Company’s Nominating and Corporate Governance Committee and Board of Directors.
In contested elections, directors will continue to be elected by plurality vote. For purposes of the Bylaws Amendment, a “contested election” is an election in which the number of nominees for director is greater than the number of directors to be elected.
The Company’s Bylaws previously provided for a plurality voting standard in all director elections.
The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the First Amendment to Bylaws of Littelfuse, Inc., which are filed as Exhibit 3.1 hereto and incorporated herein by reference. Article II, Section 8 of the Company's Bylaws (as amended by the Bylaws Amendment) reflects the changes described above.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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3.1 |
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First Amendment to Bylaws of Littelfuse, Inc., dated October 24, 2014 |
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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LITTELFUSE, INC. |
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/s/ Philip G. Franklin Senior Vice President and and Chief Financial Officer |
Date: October 30, 2014
EXHIBIT INDEX
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Exhibit No. |
Description |
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3.1 |
First Amendment to Bylaws of Littelfuse, Inc, dated October 24, 2014 |
Exhibit 3.1
First Amendment to
bylaws of LITTELFUSE, inc.
WHEREAS, the bylaws of Littelfuse, Inc., a Delaware corporation (the “Corporation”) (the “Bylaws”) established the rules and procedures affecting the governance of the Corporation;
WHEREAS, the board of directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation to amend the Bylaws.
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. Number and Term. Article II, Section 8 of the Bylaws is hereby deleted and replaced in its entirety with the following:
8. Procedure for Election of Directors; Required Vote.
(a) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws (including with respect to the removal of directors), (1) directors of the Corporation shall be elected in the manner described in subsections (b) and (c) below, and (2) with respect to all matters other than the election of directors, the affirmative votes of a majority of the voting power of the shares present or in person or represented by proxy at a meeting and entitled to vote on a matter presented to the meeting and voting in favor of or against the matter presented shall be required for, and sufficient to constitute, the act of the stockholders on such matter.
(b) Subject to the rights (if any) of the holders of any series of preferred stock to elect directors from time to time as provided by the Certificate of Incorporation or any certificate of designation, and except as set forth in subsection (c) below, each director to be elected by stockholders after the effective date of these Bylaws shall be elected by the vote of the majority of the votes cast at a meeting for the election of directors at which a quorum is present. For purposes of these Bylaws, “majority of votes cast” shall mean that the number of votes cast “for” a director's election exceeds the number of votes “withheld” or “against.” Votes cast shall exclude “abstentions” and any “broker non-votes” with respect to that director's election.
(c) In the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at a meeting for the election of directors at which a quorum is present. For the purposes of these Bylaws, a “contested election” shall mean any election of directors in which the number of candidates for election as director exceeds the number of directors to be elected, with the determination that an election of directors is a “contested election” to be made by the Secretary within thirty (30) days following the close of the applicable notice of nomination period set forth in Section 7, based on whether one or more notices of nomination were timely filed in accordance with said Section 7 (provided that the Secretary also shall be able to consider such other facts and circumstances as may be reasonably relevant to the determination that an election of directors is a “contested election,” and provided further that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity). If, prior to the time the Corporation mails or otherwise delivers its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election, and in such event, directors shall be elected in accordance with subsection (b) above.