Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 12, 2009, the Board of Directors (the "Board") of Gen-Probe Incorporated (the "Company") approved the amendment and restatement of the Company's bylaws (the "Bylaws"), effective immediately, in order to clarify the process by which stockholders may nominate directors for election or bring other business before a meeting of stockholders of the Company. As amended and restated, the Bylaws address recent developments under Delaware case law and assure that the Company and its stockholders will have a reasonable opportunity to consider nominations and other business proposed to be brought before a meeting of stockholders of the Company.
The preceding summary is qualified in its entirety by reference to the full text of the Bylaws themselves, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
On February 12, 2009, the Board also approved the amendment and restatement of the Company's Corporate Governance Guidelines (the "Governance Guidelines"), effective immediately, to require any director appointed by the Board to stand for advisory vote by stockholders at the next regularly scheduled annual meeting of stockholders (even if the director is not in the class of directors standing for election at such annual meeting) and the procedures to follow if the stockholders of the Company do not ratify the appointment of such director.
The preceding summary is qualified in its entirety by reference to the full text of the Governance Guidelines themselves, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:

3.1 Amended and Restated Bylaws of Gen-Probe Incorporated

99.1 Gen-Probe Incorporated Corporate Governance Guidelines

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