Summary of TELEFLEX INC - Yahoo! Finance

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2009, the Board of Directors (the "Board") of Teleflex Incorporated (the "Company") approved the amendment of Section 3.2 of the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws") to adopt a majority vote standard for the election of directors in uncontested elections. Under this standard, in order to be elected in an uncontested election, a nominee must receive a majority of the votes cast with respect to that director's election (with "abstentions" and "broker non-votes" not counted as a vote cast with respect to that director). In contested elections (i.e. those in which the number of nominees exceeds the number of directors to be elected), directors will continue to be elected by plurality vote.

In addition, the Board approved certain amendments to Section 2.2 of the Amended and Restated Bylaws to (i) expand the information required to be provided by any stockholder who proposes director nominations or any other business for consideration at a meeting of stockholders, including disclosure of derivative instruments beneficially owned, directly or indirectly, by the stockholder, and to require periodic updating of such information and (ii) update the advance notice provisions to ensure that such provisions are clear and unambiguous and that compliance with the notice procedures set forth in the Amended and Restated Bylaws is the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders.

The amendments described above became effective as of May 1, 2009.

The foregoing summary of the amendments to the Amended and Restated Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.