0001193125-14-217187.txt : 20140529 0001193125-14-217187.hdr.sgml : 20140529 20140529160233 ACCESSION NUMBER: 0001193125-14-217187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140528 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140529 DATE AS OF CHANGE: 20140529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN INC. CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 14876049 BUSINESS ADDRESS: STREET 1: 1 NORTH BRENTWOOD BLVD STREET 2: 15TH FLOOR CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-854-8000 MAIL ADDRESS: STREET 1: 1 NORTH BRENTWOOD BLVD STREET 2: 15TH FLOOR CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BELDEN CDT INC. DATE OF NAME CHANGE: 20040716 FORMER COMPANY: FORMER CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP DATE OF NAME CHANGE: 19931006 8-K 1 d734736d8k.htm 8-K 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): May 28, 2014

 

 

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.)

1 North Brentwood Boulevard, 15th Floor

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 5.03.  

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

Item 5.07.  

Submission of Matters to a Vote of Security Holders.

Item 9.01.  

Financial Statements and Exhibits.

SIGNATURES  

 

2

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

(a) Effective May 28, 2014, the Board of Directors (the “Board”) of Belden Inc. (the “Company”) amended Section 2 of Article III of the Company’s Third Amended and Restated Bylaws to provide for a board of nine members. The revised language of Article III, Section 2 is included in Exhibit 3.1 hereof.

 

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

On May 28, 2014, the Company held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:

Proposal 1: Election of Nine Directors for a One-Year Term.

 

    Shares Voted For   Shares Withheld
David Aldrich   40,106,234   470,552
Lance C. Balk   39,498,879   1,077,907
Steven W. Berglund   40,448,501   128,285
Judy L. Brown   39,884,217   692,569
Bryan C. Cressey   39,417,582   1,159,204
Glenn Kalnasy   39,535,887   1,040,899
George Minnich   39,868,634   708,152
John M. Monter   39,939,996   636,790
John S. Stroup   39,862,109   714,677

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.

 

For

  

Against

  

Abstain

40,612,097   1,426,647   45,216

Proposal 3: Advisory Vote on Executive Compensation.

 

For

   Against   Abstain   Broker Non-Votes
40,366,250   109,371   101,165   1,507,174

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  3.1 Amendment to Third Amended and Restated Bylaws of Belden Inc.

 

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: May 29, 2014     By:   /s/ Kevin L. Bloomfield
     

Kevin L. Bloomfield

Senior Vice President, Secretary and

General Counsel

 

4

EX-3.1 2 d734736dex31.htm EX-3.1 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 nine (9) unless another number has been established by resolution of the board, as it may do from time to time.”