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| BGG > SEC Filings for BGG > Form 8-K on 13-Aug-2012 | All Recent SEC Filings |
13-Aug-2012
Entry into a Material Definitive Agreement, Amendments to Articles of Inc.
On August 8, 2012, Briggs & Stratton Corporation (the "Company") entered into an amendment (the "Amendment") to the Rights Agreement between the Company and Wells Fargo Bank, N.A., as Successor Rights Agent, dated as of August 7, 1996, as previously amended by amendments dated as of November 25, 2002, August 9, 2006, August 12, 2009 and October 13, 2009 (the "Rights Agreement"). The amendments to the Rights Agreement reflected in the Amendment, which the Board of Directors of the Company approved on August 8, 2012, among other things, extended the term of the Rights Agreement by changing the scheduled expiration date from October 17, 2012 to October 21, 2015.
The Rights Agreement as amended by the Amendment is filed herewith as Exhibit
4.1. The foregoing description of the Rights Agreement and changes to the terms
of the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to Exhibit 4.1.
On August 8, 2012, the Board of Directors of the Company approved amendments to Article VIII of the Bylaws of the Company (as amended, the "Bylaws") to, among other things, make the following changes relating to director and officer indemnification and advancement of expenses: (i) requiring that the Company pay any indemnification claim with respect to liabilities incurred by a director or officer in connection with a proceeding to which he or she is a party because he or she is a director or officer within 30 days of a claim, unless (x) during that 30-day period, directors who are not parties to the subject proceeding comprising a quorum of the Board determine that the director or officer engaged in a breach of duty or (y) there are not at least two directors who are not parties to the subject proceeding (if either applies, a "Negative Board Determination") (prior to the amendments, the payment was to be made within 60 days of a claim, unless a Negative Board Determination occurred during the period); (ii) allowing a director or officer to appeal a Negative Board Determination to an independent counsel, an arbitration panel or a court (prior to the amendments, a director or officer could appeal to the Board of Directors, an independent counsel, an arbitration panel, the shareholders, a court or any other method provided for in any additional right to indemnification permitted under the Bylaws); (iii) clarifying certain provisions; and (iv) providing that a director or officer is entitled to indemnification and advancement for his expenses incurred while acting as a witness in a proceeding because he is a director or officer of the Company but is not a party to the proceeding or threatened to be made a party, pursuant to procedures separate from those that apply to indemnification and advancement of expenses when the director or officer is a party to the proceeding.
The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the amendments, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
3.1 Briggs & Stratton Corporation Amendments to Bylaws approved
August 8, 2012
4.1 Rights Agreement, dated as of August 7, 1996 (as amended through
August 8, 2012) between Briggs & Stratton Corporation and Wells
Fargo, N.A., as successor rights agent [Incorporated by reference
to Exhibit 4.1 to Amendment No. 4 to the Registration Statement
on Form 8-A/A of Briggs & Stratton Corporation, dated as of
August 13, 2012 (Commission File No. 001-1370)]
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