Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 4, 2008, Board of Directors amended Section 3.16 and Article 5 of
the Bylaws, effective immediately, to clarify the authority of the Finance
Committee by providing that they shall read as follows:
3.16 Finance Committee. There shall be a Finance Committee of the Board of
Directors. The Committee shall have the following membership and powers:
(a) The Committee shall have at least three (3) members. All of the members
of the Committee shall be non-employee directors.
(b) The Committee shall review and approve the corporation's annual capital
budget, long-term financing plans, borrowings, notes and credit facilities,
investments and commercial and investment banking relationships.
(c) The Committee shall review and approve the corporation's existing
insurance coverages, foreign currency management and Stock Repurchase Program.
(d) The Committee shall review and approve the financial management and
administrative operation of the corporation's qualified and non-qualified
employee benefit plans.
(e) The Committee shall have such other powers and duties as lawfully may
be delegated to it from time to time by the Board of Directors or as provided in
the By-Laws.
* * * *
5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances.
5.2 Borrowings. No indebtedness for borrowed money shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by or under the authority of a resolution of the Board of
Directors or the Finance Committee. Such authorization may be general or
confined to specific instances.
5.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner, including by means of facsimile signatures, as
shall from time to time be determined by or under the authority of a resolution
of the Board of Directors or the Finance Committee.
5.4 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of the Board of Directors or the Finance Committee.
Item 8.01 Other Events.
On December 5, 2008, the Company issued a press release announcing that two
of its executive officers have been promoted. Richard F. Hobbs, the Company's
Vice President and Chief Financial Officer, has been promoted to the position of
Senior Vice President and Chief Financial Officer. John L. Hammond, the
Company's Vice President, Secretary and General Counsel, has been promoted to
the position of Senior Vice President, General Counsel and Secretary. The press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this Report on Form 8-K:
Exhibit 3.2 Amendment to Section 3.16 and Article 5 of Sensient's Bylaws.
Exhibit 99.1 Press Release announcing the promotion of Executive Officers.