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RTIX > SEC Filings for RTIX > Form 8-K on 24-Apr-2013All Recent SEC Filings

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

Form 8-K for RTI BIOLOGICS, INC.


24-Apr-2013

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


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

As described under Item 5.07 of this Current Report, at the Annual Meeting of Stockholders of RTI Biologics, Inc. (the "Company") held on April 23, 2013 ("2013 Annual Meeting"), an amendment to the Amended and Restated Certificate of Incorporation of the Company to declassify the Company's board of directors and provide for the annual election of directors (the "Charter Amendment") was approved by the Company's stockholders.

The Charter Amendment was approved by the Company's board of directors on February 25, 2013, effective upon the approval of such amendment by the Company's stockholders at the 2013 Annual Meeting. The Charter Amendment was filed with the Secretary of State of the State of Delaware on April 23, 2013 and became effective upon filing.

In addition, effective as of the date of approval of the Charter Amendment by the Company's stockholders at the 2013 Annual Meeting, the Company's board of directors approved amendments to Sections 3.02 and 3.03 of the Company's Amended and Restated Bylaws. The purposes of the amendments were to remove references to the classification of the Company's board of directors and to make other changes consistent with the Charter Amendment.

The descriptions above are qualified in their entirety by reference to the Charter Amendment and the Amended and Restated Bylaws (as amended and restated through April 23, 2013), copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 23, 2013, RTI Biologics, Inc. held the 2013 Annual Meeting. All matters submitted to a vote of the Company's stockholders as described in the proxy statement furnished to stockholders in connection with the annual meeting, which was filed with the Securities and Exchange Commission on March 18, 2013, were approved. The number of shares of common stock entitled to vote at the annual meeting was 55,869,087. The number of shares of common stock present or represented by valid proxy was 39,961,939. At the 2013 Annual Meeting, the Company's stockholders took the following actions:

1. Election of Directors - Stockholders elected three Class III directors, Julianne M. Bowler, Roy D. Crowninshield and Brian K. Hutchison, to serve on the Company's board of directors for a term of three years or until their successors are duly elected and qualified, subject to their earlier resignation or removal. The number of votes cast for each of these individuals is as set forth below:

                                       Number of          Number of
               Name                    Votes For        Votes Withheld
               Julianne M. Bowler       37,455,076            2,506,863
               Roy D. Crowninshield     38,492,356            1,469,583
               Brian K. Hutchison       38,532,235            1,429,704



2. Approval of the Charter Amendment - Stockholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors. The vote totals were 39,187,822 shares for, 516,607 shares against and 257,510 share abstentions.

3. Advisory Vote on Executive Compensation Program (the "Say on Pay Vote") - Stockholders approved, on an advisory basis, the Company's executive compensation program as disclosed in the proxy statement. The vote totals for the Say on Pay Vote were 37,550,141 shares for, 1,497,093 shares against and 914,705 share abstentions.

Banks and brokers were not eligible to vote shares for which they did not receive instructions from the beneficial owners thereof on these proposals. The final report of the inspector of election indicated that there were no broker non-votes on any of these proposals.



ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

  Exhibit
  Number                             Description of Document

Exhibit 3.1    Certificate of Amendment to Amended and Restated Certificate of
               Incorporation of the Company dated as of April 23, 2013

Exhibit 3.2    Amended and Restated Bylaws of the Company effective as of April 23,
               2013


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