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| WPI > SEC Filings for WPI > Form 8-K on 11-Mar-2009 | All Recent SEC Filings |
11-Mar-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Finan
On March 5, 2009, the Board of Directors (the "Board") of Watson Pharmaceuticals, Inc. (the "Company") approved and adopted the Company's Second Amended and Restated Bylaws (the "Amended Bylaws"), to adopt a majority vote standard for directors in an uncontested election of directors. Under the majority vote standard, in order to be elected to the Board in an uncontested election, a nominee director must receive a greater number of votes "for" than votes "against." The Amended Bylaws retain plurality voting for contested elections. Prior to the adoption of the Amended Bylaws, members of the Board were to be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election, whether or not the election was contested. The Amended Bylaws will become effective following the Company's 2009 annual meeting of stockholders to be held in May 2009.
The Board also adopted a policy in furtherance of the majority voting standard of the Amended Bylaws. Under the Board's policy, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board, or another duly authorized committee of the Board, will make a determination as to whether to accept or reject the tendered resignation generally within 90 days after certification of the election results of the stockholder vote.
The foregoing summary of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
(d) Exhibits.
3.1 Second Amended and Restated Bylaws of Watson Pharmaceuticals, Inc.
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