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INTT > SEC Filings for INTT > Form 8-K on 9-Dec-2013All Recent SEC Filings

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Form 8-K for INTEST CORP


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

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

On December 5, 2013, the Board of Directors adopted amendments to the Company's Bylaws. The amendments to the Bylaws require advance notice regarding business to be brought before an annual meeting and director nominations by stockholders (the "Advance Bylaw Provisions"). The amended Bylaws require stockholders to deliver advance written notice not later than 90 days and not earlier than 120 days prior to the first anniversary of the preceding year's annual meeting of stockholders, subject to certain exceptions, and set forth various disclosure requirements for such advance written notice to be in proper form. The disclosure requirements are also applicable to business to be brought before a special meeting called at the request of a majority of stockholders. The requirements of the Advance Bylaw Provisions are intended to assure that the Company and its stockholders have a reasonable opportunity to consider nominations or other business proposed to be brought before a meeting of stockholders and to allow for full information to be distributed to stockholders. Accordingly, a notice of a stockholder proposal, submitted outside of Rule 14a-8 under the Securities and Exchange Act, or a stockholder nomination for the 2014 Annual Meeting of Stockholders will be untimely if received by the Company's Secretary before February 26, 2014 or after March 28, 2014. The Bylaw amendments also provide that directors may be elected only at an annual meeting, unless the Board specifically calls a special meeting for that purpose. Stockholders may also continue to recommend director candidates in accordance with the procedures set forth in the Company's most recent proxy statement.

The above description of the amendments is qualified by reference to the Company's Bylaws, as amended, a copy of which is filed as Exhibit 3.2 to this report, and the text of the amended Sections 1.2, 1.10, 1.11 and 2.2, copies of which are filed as Exhibit 3.1 to this report, which Exhibits are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

A list of the Exhibits which are required by Item 601 of Regulation S-K is set forth in the Exhibit Index immediately following the signature page, which Exhibit Index is incorporated herein by reference.

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