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DGI > SEC Filings for DGI > Form 8-K on 28-Oct-2013All Recent SEC Filings

Show all filings for DIGITALGLOBE, INC.

Form 8-K for DIGITALGLOBE, INC.


28-Oct-2013

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


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

On October 22, 2013, the Board of Directors of DigitalGlobe, Inc. (the "Company") approved an amendment to the Company's Amended and Restated By-Laws (the "By-Laws"), with such amendment to be effective immediately. The Board of Directors amended Section 3.1 of Article III of the Company's By-Laws to provide for a majority voting standard for the election of directors in uncontested elections. A plurality voting standard will continue to apply in the event of a contested director election.

In connection with the amendment to the Company's By-Laws, the Board of Directors also approved a director resignation policy consistent with the majority voting standard. This policy provides that an incumbent director who stands for election to the Board of Directors but who fails to receive a majority of the votes cast in an uncontested election shall tender his or her resignation to the Chairman of the Board of Directors or the Secretary of the Company promptly following certification of the election results. In such circumstances, the Board of Directors, taking into account the recommendation of the Governance and Nominating Committee of the Board of Directors, shall act on the resignation and, if such resignation is rejected, the Company shall publicly disclose the rationale behind the decision within 90 days following certification of the election results. The Governance and Nominating Committee and the Board of Directors may, in making their recommendation or decision, as applicable, consider any factors and other information that they consider appropriate and relevant.

The foregoing summary of the By-Laws is qualified in its entirety by reference to the full text of the By-Laws which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report:

Exhibit 3.1 Amended and Restated By-Laws of DigitalGlobe, Inc.


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