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TDY > SEC Filings for TDY > Form 8-K on 25-Oct-2012All Recent SEC Filings




Results of Operations and Financial Condition, Amendments to Articles o

Item 2.02 Results of Operations and Financial Condition
On October 25, 2012, Teledyne issued a press release with respect to its third quarter 2012 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

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

On October 23, 2012, Teledyne's Board of Directors, following the recommendation of the Nominating and Governance Committee of the Board, approved amendments to Teledyne's Amended and Restated Bylaws (the "Bylaws") to provide that, in uncontested elections of directors (that is, elections where the number of director nominees does not exceed the number of directors to be elected), each director must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board of Directors of Teledyne. In contested elections of directors, the directors shall continue to be elected by a vote of a plurality of shares represented in person or by proxy at the meeting of stockholders and entitled to vote on the election of directors. The amendments are principally to Article III, Section 2 of the Bylaws, a copy of which is attached to this report as Exhibit 3.1.

The Board of Directors also approved amendments to Teledyne's Corporate Governance Guidelines related to this amendment to the Bylaws. A copy of the amended and restated Corporate Governance Guidelines can be found at Item 9.01 Financial Statements and Exhibits

(d) Exhibits
                  Amended and Restated Bylaws of Teledyne Technologies
Exhibit 3.1       Incorporated
Exhibit 99.1      Press Release announcing third quarter 2012 financial results
                  dated October 25, 2012.

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