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| KCI > SEC Filings for KCI > Form 8-K on 24-Feb-2009 | All Recent SEC Filings |
24-Feb-2009
Change in Directors or Principal Officers, Amendments to Articles of In
(d) On February 20, 2009, the Board of Directors (the "Board") of Kinetic Concepts, Inc. (the "Company"), upon the recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board from ten to eleven directors and appointed Dr. Carl F. Kohrt as a Class A Director to fill the newly created vacancy. The Board also appointed Mr. Craig R. Callen as a Class B Director to fill the vacancy created by the departure of N. Colin Lind from the Board on June 27, 2008. Dr. Kohrt was appointed as a member of the Compensation and Technology Committees of the Board and Mr. Callen was appointed as a member of the Nominating and Governance Committee. Dr. Kohrt's and Mr. Callen's initial terms as directors will expire at the Company's 2009 Annual Meeting. A copy of the press release issued on February 20, 2009 is attached as an exhibit to this Form 8-K and is incorporated herein by reference.
(a) Effective February 20, 2009, the Board approved the amendment and restatement of the Company's By-Laws. The amendments were made primarily to expand the information required to be provided by any stockholder who submits a nomination for election to the Board of Directors or a stockholder proposal for consideration at an annual meeting of stockholders. The amendments require a stockholder submitting a nomination or proposal to disclose whether the stockholder has hedged its ownership of, or entered into any transaction that has the effect of increasing or decreasing its economic risk or voting power with respect to, the Company's common stock. The Board also amended the timing of the required notice for nominations for election to the Board of Directors or a stockholder proposal for consideration at an annual meeting from not fewer than 120 days nor more than 150 days prior to the first anniversary of the preceding year's annual meeting to not fewer than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting.
The foregoing summary description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Fifth Amended and Restated By-Laws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
(d) Exhibits
3.1 Fifth Amended and Restated By-Laws of Kinetic Concepts, Inc., effective February 20, 2009.
99.1 Press Release issued by Kinetic Concepts, Inc., dated February 23, 2009.
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