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LOGM > SEC Filings for LOGM > Form 8-K on 15-Mar-2013All Recent SEC Filings

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Form 8-K for LOGMEIN, INC.


15-Mar-2013

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


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

On March 12, 2013, the Board of Directors (the "Board") of LogMeIn, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to adopt a majority vote standard in uncontested elections of directors. The Board determined to restate the Bylaws in their entirety (the "Amended and Restated Bylaws") effective as of such date.

Prior to the adoption of the Amended and Restated Bylaws, members of the Board were elected by a plurality of the votes cast, whether or not the election was contested. Under the majority vote standard set forth in the Amended and Restated Bylaws, in order to be elected to the Board in an uncontested election, a director nominee must receive a greater number of votes cast "for" that director than the number of votes cast "against" that director. The Amended and Restated Bylaws retain the plurality vote standard for contested elections. In connection with the adoption of the majority vote standard, the Board has established procedures set forth in the Company's Corporate Governance Guidelines to provide that, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee, or another duly authorized committee of the Board, will determine whether to accept or reject the tendered resignation generally within 90 days after certification of the election results. The Company will publicly disclose the committee's decision regarding the tendered resignation in a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication.

The foregoing description of the changes made in the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
No. Description

3.1 Amended and Restated Bylaws of LogMeIn, Inc., dated March 12, 2013.


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