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SAPE > SEC Filings for SAPE > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for SAPIENT CORP



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement

Item 5.03 Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.

On October 24, 2012, the Board of Directors of Sapient Corporation (the "Company") approved an amendment and restatement to the Company's Amended and Restated Bylaws (as amended and restated, the "Bylaws").

Section 1.9 of Article I of the Bylaws was amended to implement a majority voting standard in uncontested director elections, while retaining a plurality voting standard in contested director elections. Under the new majority voting standard, a nominee director of the Company shall be elected if the number of votes cast "for" the nominee's election exceeds the number of votes cast "against" that nominee's election. Any incumbent director who fails to receive the required majority vote in an uncontested election will be required to submit an offer of resignation for consideration by the Board of Directors. The Governance and Nominating Committee (the "Committee") will then recommend to the Board of Directors whether to accept or reject such offer of resignation. The Board of Directors will then act on the Committee's recommendation and will notify the director concerned of its decision.

Section 4.2 of Article IV of the Bylaws was also amended to provide that the stock of the Company may be certificated or uncertificated.

The Bylaws are effective as of October 24, 2012. The preceding summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

3.1 Amended and Restated Bylaws of Sapient Corporation

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