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
http://www.teledyne.com/compliance/guidelines.asp.
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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