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

On May 14, 2009 at the Annual Meeting of Shareholders, the shareholders of Kendle International Inc. adopted an amendment to Article VII of Kendle's Code of Regulations which had been proposed by Kendle's Board of Directors. The amendment allows Kendle's Board to amend the Regulations without shareholder approval in circumstances permitted by the Ohio Revised Code. Specifically, Kendle's Board is now free to amend the Regulations in such areas as the establishment of the fiscal year, the time and place of meetings, advance notice provisions of proposals and director nominations, establishment of officers and committees, and enactment of indemnification provisions. The amendment became effective upon such adoption.

The text of new Article VII included in Kendle's Amended and Restated Regulations is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the amendment to Article VII is qualified in its entirety by reference to the specific provisions thereof.