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PLL > SEC Filings for PLL > Form 8-K on 17-Dec-2012All Recent SEC Filings

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Form 8-K for PALL CORP


17-Dec-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters


ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2012, Pall Corporation (the "Registrant") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the shareholders approved amendments to the Registrant's By-Laws, which were adopted by the Board of Directors (the "Board") on September 26, 2012, subject to shareholder approval. The amendments eliminate administratively burdensome provisions, provide the Board with more flexibility within the limits of applicable law and make the by-laws more consistent with New York law and current best practices. The amendments consist of the following: (i) eliminating requirement that annual shareholder meetings be held only within the State of New York, (ii) eliminating requirement that special shareholder meetings be held only within the State of New York in Glen Cove or New York City, (iii) allowing the vote requirement to capture a voting standard of less than a majority of shares represented and entitled to vote, and (iv) deleting requirement that the Board may only amend the by-laws at a regular or special meeting of the Board.

The foregoing description of the amendments to the Registrant's by-laws is qualified in its entirety by reference to the full text of the by-laws, a copy of which is attached hereto as Exhibit 3.1(i) and incorporated herein by reference.



ITEM 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the shareholders voted on the four proposals detailed in the Registrant's 2012 Proxy Statement filed with the Securities and Exchange Commission on November 13, 2012 and casted their votes as follows:

Proposal 1. Election of 11 members to the Board for a term expiring at the 2013 Annual Meeting of Shareholders.

                                                                     Broker
Director Nominee            For          Against      Abstained     Non-Votes
Amy E. Alving            94,732,666      306,634       74,510       6,245,641
Robert B. Coutts         94,304,683      722,099       87,028       6,245,641
Mark E. Goldstein        94.608,478      425,827       79,505       6,245,641
Cheryl W. Grisé          94,133,705      904,517       75,588       6,245,641
Ronald L. Hoffman        94,341,916      693,469       78,425       6,245,641
Lawrence D. Kingsley     94,752,487      284,610       76,713       6,245,641
Dennis N. Longstreet     94,800,789      235,965       77,056       6,245,641
B. Craig Owens           94,555,266      477,858       80,686       6,245,641
Katharine L. Plourde     93,963,507     1,076,283      74,020       6,245,641
Edward Travaglianti      93,907,376     1,129,160      77,274       6,245,641
Bret. W. Wise            94,627,823      407,949       78,038       6,245,641

Proposal 2. Ratification of appointment of KPMG LLP as the Registrant's independent registered public accounting firm for fiscal year 2013.

For Against Abstained Broker Non-Votes 99,648,683 1,653,299 57,469 ---


Proposal 3. Approval of amendments to the Registrant's By-laws.

For Against Abstained Broker Non-Votes 100,767,851 438,558 152,841 201

Proposal 4. Approval, on an advisory basis, of the compensation of the Registrant's named executive officers.

For Against Abstained Broker Non-Votes 80,365,413 14,603,323 144,873 6,245,842



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1(i) Registrant's By-Laws, as amended through December 12, 2012.


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