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): December 3, 2013

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-12561	36-3601505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7733 Forsyth Boulevard, Suite 800

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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))

TABLE OF CONTENTS

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	3
Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	3
Item 9.01.	Financial Statements and Exhibits	3
SIGNATURES		4

2

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective December 3, 2013, the Board of Directors of Belden Inc. (the “Company”) appointed Steven W. Berglund to the Board and to its Compensation Committee. Mr. Berglund, age 62, currently serves as the President, Chief Executive Officer and a Director of Trimble Navigation Limited, roles he has held since 1999. The press release announcing Mr. Berglund’s appointment is attached hereto as Exhibit 99.1.

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

(a) Effective December 3, 2013, prior to Mr. Berglund’s appointment, the Board amended Section 2 of Article III of the Company’s Third Amended and Restated Bylaws to provide for a board of ten members. The revised language of Article III, Section 2 is included in Exhibit 3.1 hereof.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1	Amendment to Third Amended and Restated Bylaws of Belden Inc.
99.1	Press release, dated December 4, 2013.

3

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.

	BELDEN INC.
Date: December 4, 2013	By:	/s/ Kevin L. Bloomfield
		Kevin L. Bloomfield
		Senior Vice President, Secretary and
		General Counsel

4

EX-3.1

Exhibit 3.1

The first sentence of Section 2 (Number, Election and Term of Office) of Article III of the Company’s bylaws is amended as follows: “The number of directors shall be ten (10) unless another number has been established by resolution of the board, as it may do from time to time.”

EX-99.1

Exhibit 99.1

	7733 Forsyth Boulevard	Phone: 314.854.8000
	Suite 800	Fax: 314.854.8003
	St. Louis, Missouri 63105	www.Belden.com

News Release

Belden Appoints Steven Berglund to Board of Directors

and Declares Regular Quarterly Dividend

St. Louis, Missouri – December 4, 2013 – Belden Inc. (NYSE: BDC), a global leader in high quality, end-to-end signal transmission solutions for mission-critical applications, announced today that it has expanded the size of its board to 10 members and appointed Steven Berglund as a Director and member of the Compensation Committee. Mr. Berglund currently serves as the President and Chief Executive Officer at Trimble Navigation Limited, a leader in global positioning technology and wireless communications. His prior experience includes senior leadership roles at a variety of successful companies over the past 33 years.

John Stroup, President and Chief Executive Officer of Belden, said, “We are delighted to welcome Steve Berglund to Belden’s Board of Directors and the Compensation Committee. His impressive experience as an acting CEO within the technology space will provide immeasurable value to Belden’s Board.”

The Board of Directors also today declared a regular quarterly dividend of five cents per share payable on January 3, 2014 to all shareholders of record as of December 16, 2013.

About Belden

St. Louis–based Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial, enterprise and broadcast markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today’s applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

Contact:

Belden Investor Relations

314-854-8054

Investor.Relations@Belden.com

BDC-G