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| PLL > SEC Filings for PLL > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters
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.
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
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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
(d) Exhibits.
3.1(i) Registrant's By-Laws, as amended through December 12, 2012.
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