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CMN > SEC Filings for CMN > Form 8-K on 7-Nov-2013All Recent SEC Filings

Show all filings for CANTEL MEDICAL CORP



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

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

On November 1, 2013, the Board of Directors of Cantel Medical Corp. (the "Company") approved certain amendments to the Company's By-Laws that, among other things, change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. In particular:

Article I, Section 4 and Article II, Section 2 of the By-Laws were amended to indicate that a nominee for director will be elected to the Board of Directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election; provided, however, the directors will be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected.

Article I, Section 6(A)(2) of the By-Laws was amended to provide that director nominees proposed by shareholders must deliver a statement whether such nominee, if elected, intends to tender, promptly following such person's failure to receive the required vote for election or reelection at the next meeting at which such person would face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors, in accordance with the Company's Corporate Governance Guidelines.

Item 9.01 Financial Statements, Pro-Forma Financial
Information and Exhibits

(d) Exhibits

3.1 Cantel Medical Corp. By-Laws, as amended on November 1, 2013.

3.2 Cantel Medical Corp. By-Laws, as amended on November 1, 2013, marked to show the new amendments.

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