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CYT > SEC Filings for CYT > Form 8-K on 5-Feb-2014All Recent SEC Filings

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

Item 5.02. Departure of Directors or Certain Officers.

On January 30, 2014, David M. Drillock, Vice President and Chief Financial Officer, notified Cytec Industries Inc. (the "Company") that he intends to retire from the Company effective December 31, 2014. The Company issued a press release on February 4, 2014, announcing Mr. Drillock's intention to retire. A copy of the press released is provided as Exhibit 99.1.

In addition, on January 30, 2014, Jerry R. Satrum notified the Company that he intends to retire as a director of the Board of Directors and does not wish to seek reelection at our 2014 Annual Meeting of Stockholders. Accordingly, Mr. Satrum will not be nominated by the Board for election at our 2014 Annual Meeting, and Mr. Satrum's term as a director will end when his current term expires at our 2014 Annual Meeting.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On January 30, 2014, the Board of Directors of the Company, adopted and approved an amendment to the By-Laws of the Company, effective January 30, 2014, to add a forum selection provision for the adjudication of disputes. Such provision provides that, unless the Company consents in writing to the selection of an alternative forum, the state or federal courts located within the State of Delaware will be the sole and exclusive forums for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The provision further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to this provision.

The summary of modifications to the Company's By-Laws set forth above is qualified in its entirety by the full text of the By-Laws of Cytec Industries Inc. as amended through January 30, 2014, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 Exhibit   Description

 99.1      Press Release.

 99.2      By-Laws of Cytec Industries Inc. as amended through January 30, 2014.

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