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POOL > SEC Filings for POOL > Form 8-K on 20-Dec-2012All Recent SEC Filings

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Form 8-K for POOL CORP


20-Dec-2012

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


Item 5.03 Amendments to Articles of Incorporation or By-Laws: Change in Fiscal Year.

(a) On December 20, 2012, the Board of Directors of Pool Corporation amended its By-Laws in order to implement a majority voting standard (rather than plurality voting) in uncontested director elections. Pursuant to the amended By-Laws, in order for a director to be elected in an uncontested election, the number of shares voted "for" the director must exceed the number of votes cast "against" or "withheld" with respect to that director. If the number of shares voted "for" a director does not exceed the number of votes cast "against" or "withheld" with respect to that director, the director must submit to the Board of Directors a letter offering to resign. The Board of Directors, after considering the recommendation of the Nominating and Corporate Governance Committee, will make a decision on whether to accept, reject or take other action with respect to the resignation within 90 days from the certification of the election results. In contested director elections, a plurality voting standard will apply.

The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, effective as of December 20, 2012, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

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