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TDY > SEC Filings for TDY > Form 8-K on 20-Feb-2014All Recent SEC Filings




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

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On February 18, 2014, Teledyne's Board of Directors approved amendments to Teledyne's Amended and Restated Bylaws (the "Bylaws") to provide that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the adjudication of certain types of disputes, unless Teledyne consents in writing to the selection of an alternative forum. The disputes covered by this provision are: (i) any derivative action or proceeding brought on behalf of Teledyne, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of Teledyne to Teledyne or Teledyne's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware, the Restated Certificate of Incorporation or the Bylaws of Teledyne, (iv) any action to interpret, apply, enforce or determine the validity of the Restated Certificate of Incorporation or the Bylaws of Teledyne or (v) any action asserting a claim governed by the internal affairs doctrine.

The amendments are located in newly added Article VIII.

This disclosure is qualified in its entirety by reference to the Bylaws, as amended, a copy of which is attached to this report as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.1 Amended and Restated Bylaws of Teledyne Technologies Incorporated

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