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BMC > SEC Filings for BMC > Form 8-K on 20-Mar-2013All Recent SEC Filings

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Form 8-K for BMC SOFTWARE INC


20-Mar-2013

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


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

The Board of Directors of BMC Software, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") effective March 14, 2013. The amendment amends the notice of stockholder business and nominations provision contained in Section 1.9(a)(ii) of the Bylaws to change the time period during which a stockholder's notice of nominations or other business to be properly brought before an annual meeting by a stockholder is considered "timely" from not less than 45 or more than 75 days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting to not less than 30 or more than 60 days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year's annual meeting.

As amended, effective March 14, 2013, Section 1.9(a)(ii) of the Company's Amended and Restated Bylaws reads, in its entirety, as follows:

"(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (a)(i) of this Section 1.9, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and (2) such business must be a proper matter for stockholder action under the DGCL. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than thirty (30) or more than sixty (60) days prior to the first anniversary (the "Anniversary") of the date on which the Corporation first mailed its proxy materials for the preceding year's annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the ninetieth day prior to such annual meeting or (y) the tenth day following the day on which public announcement of the date of such meeting is first made. Such stockholder's notice shall set forth: (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner."

For a stockholder nomination for election to the Company's Board of Directors or a proposal of business to be considered at the 2013 annual meeting of stockholders, it must be properly submitted to the Company's Secretary at the Company's principal executive offices no earlier than April 6, 2013 and no later than May 6, 2013.


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