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STC > SEC Filings for STC > Form 8-K on 12-Mar-2014All Recent SEC Filings




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

Item 5.03. Amendment to Articles of Incorporation or Bylaws

On March 6, 2014, the board of directors of the Company (the "Board") approved, on a conditional basis, an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to change the voting standard for uncontested director elections from a plurality standard to a majority standard. The majority voting standard raises the standard for election to the Board by requiring affirmative votes from a majority of the votes cast in an uncontested election. In connection with the majority voting standard, the Board further approved a policy requiring the resignation of a director who fails to receive a majority vote in an uncontested election. Under the new bylaw, in a contested election, the plurality voting standard would still apply.

The effectiveness of the amended bylaw implementing the majority voting standard and related director resignation policy is conditioned on stockholder approval at the 2014 annual meeting of stockholders (the "2014 Meeting") of a proposal to eliminate cumulative voting. If the proposal to eliminate cumulative voting is approved by the required stockholder vote at the 2014 Meeting, the Bylaws will promptly be amended by replacing Section 2.7(e) thereof with the following:

"(e) Notwithstanding any provision in these by-laws to the contrary (other than in connection with filling vacancies on the Board of Directors), a nominee for director shall 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, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. All votes for election of directors that are cast in person shall be cast by written ballot."

A copy of the Bylaws, as amended, will be filed in the event that the foregoing amendment to the Bylaws becomes effective following the 2014 Meeting.

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