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FHCO > SEC Filings for FHCO > Form 8-K on 14-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 13, 2013, the Board of Directors (the "Board") of The Female Health Company (the "Company") appointed Andrew S. Love as a director of the Company for a term ending at the 2014 annual meeting of the shareholders. Mr. Love has not been appointed to any committee of the Board at this time.

Mr. Love is Chairman and Co-Chief Executive Officer of Love Savings Holding Company, the holding company of Heartland Bank. Mr. Love brings more than 40 years of investment, banking and real estate experience to the Board. He will be subject to the Company's standard compensation arrangement for non-employee directors, which is disclosed in the Company's proxy statement.

The Company's Nominating and Corporate Governance Committee recommended that Mr. Love be appointed as a director and the Board has concluded that Mr. Love is an "independent director" under the rules of the NASDAQ Stock Market.

A copy of the press release announcing the appointment of Mr. Love is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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

On May 13, 2013, the Board adopted an amendment to the Amended and Restated By-Laws of the Company to provide that the number of directors of the Company will range from five to ten, as may be designated by the Board. The full text of the amendment to the Company's Amended and Restated By-Laws is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 -- Amendment to Amended and Restated By-Laws of The Female Health Company.

99.1 -- Press Release of The Female Health Company, issued May 14, 2013.

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