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| CAM > SEC Filings for CAM > Form 8-K on 24-Oct-2012 | All Recent SEC Filings |
24-Oct-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amend
On October 18, 2012, the Board of Directors of Cameron International Corporation (the "Company" or "Cameron") approved changes to the Company's Bylaws as follows:
1) Article II, Section 9 "Meetings of Stockholders, Advance Notice for Business
at Annual Meeting" is revised so that stockholders must notify the Secretary of
the Company not less than ninety (90) days nor more than one-hundred twenty
(120) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders for business to be properly brought before an annual
meeting by a stockholder; and
2) Article III, Section 1 "Directors, Number and Election of Directors" is revised to require that Directors be elected for a term of one year and to remove references to a classified Board of Directors.
The Board of Directors further approved the restatement of the Company's Bylaws to integrate into a single instrument all prior amendments to the Bylaws, including those stated above, effective October 18, 2012. The Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K and is posted on Cameron's website at http://www.c-a-.com/Forms/ Governance_Documents.aspx.
The Board of Directors of Cameron International Corporation ("Cameron") approved a revision to the section "Conflicts of Interest" of the Code of Business Conduct and Ethics for Directors and the addition of new sections titled "Standard of Conduct" and "Compliance Procedures".
The revised Code of Business Conduct and Ethics for Directors is attached as Exhibit 14.1 to this Current Report on Form 8-K and is posted on Cameron's website at http://www.c-a-m.com/Forms/CodeEthics.aspx.
Exhibit Numbers Description of Exhibits
3.1 Restated Bylaws dated October 18, 2012
14.1 Cameron's Code of Business Conduct and Ethics for Directors
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