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ORA > SEC Filings for ORA > Form 8-K on 2-Jan-2013All Recent SEC Filings

Show all filings for ORMAT TECHNOLOGIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ORMAT TECHNOLOGIES, INC.


2-Jan-2013

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


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

On December 17, 2012, the Second Judicial District Court of the State of Nevada in and for the County of Washoe entered a final order approving a settlement of the stockholder derivative cases consolidated under the caption In re Ormat Technologies, Inc. Derivative Litigation, Master Docket No. CV10-00759 (the "Settlement"). The Settlement also resolved the federal derivative lawsuits consolidated under the caption In re Ormat Technologies, Inc. Derivative Litigation, Master File 3:10-cv-00177, pending in the United States District Court for the District of Nevada. On December 27, 2012, the Settlement entered into effect.

As part of the Settlement, the Board of Directors of the Company approved certain amendments to its By-laws, effective thirty (30) days after the effective date of the Settlement, i.e., January 26, 2013.

The material amendments to the Company's By-laws are as follows:

1. Section 3.2 of the By-laws was amended to provide for the election of Directors by a majority of the votes cast at annual meetings of stockholders rather than the former plurality standard. In contested elections the plurality standard shall still apply.

2. Section 3.15.1 of the By-laws was amended to formalize the requirement to obtain Audit Committee approval of any related party transactions above the SEC/NYSE threshold.

3. Sections 3.17 and 4.1 of the By-Laws were amended to provide that the Chief Executive Officer of the Company may not serve as the Chairman of the Board unless a majority of the independent Directors of the Board appoints a Lead Independent Director. The Lead Independent Director, where applicable, will be responsible for coordinating the activities of the independent Directors.

A copy of the Fourth Amended and Restated By-laws is filed herewith as Exhibit 3.2 and is incorporated by reference into this report.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.2 Fourth Amended and Restated By-laws


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