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CSGP > SEC Filings for CSGP > Form 8-K on 25-Sep-2013All Recent SEC Filings

Show all filings for COSTAR GROUP INC



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, F

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

On September 19, 2013, the Board of Directors of CoStar Group, Inc. (the "Company") approved the Third Amended and Restated Bylaws for the Company effective immediately. The Board amended Section 7 of Article II of the Company's Bylaws to change the standard for the election of directors in uncontested elections from a plurality voting standard to a majority voting standard. A plurality voting standard would continue to apply in the event of a contested director election. In connection with the proposed amendment to the Bylaws, the Board also adopted a director resignation policy consistent with the majority voting standard. The policy provides that an incumbent director who does not receive the requisite majority of the votes cast for his or her election shall tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee will then recommend to the Board, and the Board will decide, whether to accept or reject the resignation offer or take other action. In making its decision, the Board may consider any factors or information that it considers relevant. The Board will act on the recommendation of the Nominating and Corporate Governance Committee within 90 days following certification of the election results.

The foregoing description of the changes to the Company's Bylaws is qualified in its entirety by reference to the complete text of the Third Amended and Restated Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 8.01. Other Events.

On September 19, 2013, the Board of Directors of the Company approved a stock ownership policy for non-employee directors. The policy requires each of the Company's non-employee directors to attain a minimum ownership position equal to five times the Company's annual, standard director cash retainer. The policy is effective as of September 19, 2013, and provides for a transition period for the non-employee directors to achieve the ownership requirement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

Exhibit 3.1 Third Amended and Restated Bylaws of CoStar Group, Inc.

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