Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 20, 2008, the Board of Directors (the "Board") of Belden Inc. (the "Company") approved an amendment and restatement (the "Amendment") of the Company's bylaws, effective November 20, 2008.
Pursuant to the Amendment, a new Section 12 was added to Article II of the bylaws. Section 12(a) was added to specify the advance notice and procedural requirements for nominations by stockholders of persons for election to the Board. The procedures require that nominations must be submitted in writing to the Company no later than 90 days prior to the anniversary of the previous year's annual stockholder meeting or five business days after public disclosure of any special meeting of stockholders. The notice must provide information regarding (a) the proposed Board nominee(s), (b) the person making the nomination (the "Proponent"), (c) share ownership (including derivative ownership) by the nominee(s) and the Proponent, and (d) arrangements between the Proponent and the nominee(s).
Section 12(b) was added to specify the advance notice and procedural requirements for proposals and business desired to be brought before Company stockholder meetings by Company stockholders (other than director nominations, which are governed by Section 12(a)). The procedures require that any proposed business must be submitted in writing to the Company no later than 90 days prior to the anniversary of the previous year's annual stockholder meeting or five business days after public disclosure of any special meeting of stockholders. The notice must provide such information as is required by the proxy solicitation rules promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). Section 12(b) makes clear that compliance with the requirements of Rule 14a-8 under the Exchange Act constitutes compliance with the Company's bylaws.
The foregoing description of the Amendment to the Company's bylaws is not complete and is qualified in its entirety by reference to the Company's Third Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 to this Form 8-K and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Bylaws of Belden Inc., as amended November 20, 2008

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