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ESIO > SEC Filings for ESIO > Form 8-K on 9-Nov-2012All Recent SEC Filings

Show all filings for ELECTRO SCIENTIFIC INDUSTRIES INC

Form 8-K for ELECTRO SCIENTIFIC INDUSTRIES INC


9-Nov-2012

Material Modification to Rights of Security Holders, Amendments


Item 3.01 Material Modification to Rights of Security Holders

The disclosures set forth in Item 5.03 of this report are incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws

On November 8, 2012, the Board of Directors of the Company approved an amendment to the 2009 Amended and Restated Bylaws of the Company amending Article I,
Section 1.2 to provide that the President shall call a special meeting of shareholders upon the written demand of the holders of not less than 25% of all votes entitled to be cast on any issue proposed to be considered at the meeting.



Item 8.01 Other Events

On November 8, 2012, the Board of Directors of the Company amended the Company's Corporate Governance Guidelines to provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall tender his or her resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee shall recommend to the Board of Directors the action to be taken with respect to the resignation. The Board of Directors will publicly disclose its decision within 90 days of the certification of the election results.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.1 2009 Amended and Restated Bylaws of Electro Scientific Industries, Inc., as amended


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