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BIO > SEC Filings for BIO > Form 8-K on 31-Mar-2014All Recent SEC Filings

Show all filings for BIO RAD LABORATORIES INC

Form 8-K for BIO RAD LABORATORIES INC


31-Mar-2014

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


ITEM 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2014, the Board of Directors (the "Board") of Bio-Rad Laboratories, Inc. (the "Company") amended and restated the Company's By-laws dated February 19, 1980. The changes effected by the amendment and restatement of the Company's By-laws include, without limitation, the following:

business from Richmond, California to Hercules, California;

meeting of stockholders from the month of April to such date and time as specified by the Board and clarified that any other business to be transacted at the annual meeting of stockholders must be properly brought before the meeting in accordance with the By-laws, that notices of a meeting may be given by electronic transmission and that the Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board;

shall be called by the Secretary at the request of not less than a majority of the voting power of the stockholders, that the notice for such special meetings shall state the purposes or purposes for which the meeting is called and to delete a provision that allowed business to be transacted at such special meetings which was not stated in the notice by the unanimous written consent of all stockholders represented at the meeting;

stockholders entitled to vote at meetings shall be kept at the principle place of the Company's business instead of at a place within the city where the meeting is held, as specified in the notice, of if no notice is specified, then at the place where the meeting is held;

officer entitled to preside at or to act as secretary at any stockholders' meeting to adjourn such meetings and to provide that at the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting;

SECTION 9. Voting: amended to create new subsections (a) through (d) and to

(a) delete the clause that each vote at a meeting of stockholders may be by voice or by ballot and add the following at the end of this subsection
(a): "Each holder of capital stock of the corporation shall be entitled to that number of votes for each share of capital stock of the corporation held by such holder as set forth in the Certificate of Incorporation.";

(b) move the clause that no stockholder shall be entitled to the right of cumulative voting unless required by applicable laws from elsewhere in
Section 9 to this Section 9(b);

(c) provide that

               any matter, other than election of directors, brought before any
                stockholders' meeting at which a quorum is present, be decided by
                the affirmative vote of the holders of a majority of the stock
                having voting power present in person or represented by proxy at
                the meeting and entitled to vote on such matter, voting as a
                single class, instead of only those present in person or
                represented by proxy,


               a different vote may be required than the one described
                immediately above by express provision of law, the Certificate of
                Incorporation or the By-laws of the Company,


               except as provided in the Company's Certificate of Incorporation,
                every stockholder having the right to vote shall have one vote
                for each share of stock having voting power registered in such


stockholder's name on the books of the incorporation and that such votes may be cast in person or by proxy, and

               the Board, in its discretion, or the officer of the Company
                presiding at a meeting of stockholders, in such officer's
                discretion, may require that any votes cast at such meeting shall
                be cast by written ballot;


(d) add that


               directors shall be elected by the vote of the majority of the
                votes cast with "abstentions" and "broker non-votes" not counted
                as votes cast,


               if a director does not receive a majority of the votes cast, then
                such director shall resign, but such resignation will only be
                effective upon acceptance by the Board, which must act within
                ninety (90) days of the certification of the stockholder vote and
                publicly discloses its decision and rationale in a filing with
                the Securities and Exchange Commission, and such director shall
                continue in office until the Board decides to accept the
                resignation, or if not accepted, such director's successor shall
                have been elected and qualified, provided that


                     any director that tenders a resignation pursuant to this
                      provision does not participate in the deliberations to
                      accept his or her resignation and


                     if directors who have tendered resignations constitute a
                      majority of the directors then in office, then, with
                      respect to each tendered resignation, all directors other
                      than the director who tendered the particular resignation
                      under consideration, may participate in the deliberations
                      and related actions,


               for a "Contested Election of Directors", i.e., when a stockholder
                nominates a person(s) for election to the Board, directors shall
                be elected by a plurality of the votes cast;

SECTION 10. Quorum: amended to add "of the outstanding shares of stock of the Company entitled to vote at the meeting." at the end of the first sentence;

SECTION 11. Consent of Absentees: amended to provide that written waiver of notice of a meeting of stockholders is not required and that if present at a meeting, a stockholder is deemed to have waived notice unless the stockholder attends the meeting only to object to the transaction of business because the meeting is not lawfully called or convened;

SECTION 12. Action Without Meeting: amended to clarify that for actions without a meeting of the stockholders:

the executed resolutions have to be delivered to the Company, and

               notice of written action taken shall only be given to those
                stockholders who would have been entitled to vote on the matter
                at a meeting;

SECTION 13. Proxies: amended the first sentence to state: "Every person entitled to vote at any meeting of stockholders or execute consents to corporate action in writing without a meeting shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the corporation."

SECTION 14. Organization and Conduct of Meetings: added this new section, which addresses the conduct at stockholders' meetings, including that

the Chairman of the Board shall act as the chairperson,

               the Board may designate any other director or officer of the
                Company to act as chairperson in the absence of the Chairman,


               the Board may adopt rules and regulations for the conduct at
                meetings, and except to the extent inconsistent with such rules
                and regulations, the chairperson shall have the right and
                authority


to convene, recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all acts the chairperson deems appropriate for the proper conduct of the meeting,

               such rules, regulations or procedures, include, without
                limitation, the agenda, polls, order and safety, limitations on
                attendance or participation, restrictions on entry and
                limitations on time allotted to questions or comments,


               except to the extent determined by the Board or chairperson,
                meetings shall not be required to be held in accordance with
                parliamentary procedure;

SECTION 15. Nature of Business at Annual Meetings of Stockholders: added this new section to provide that

(a) at the Company's annual stockholders' meeting, no business may be transacted other than business that

               is specified in the Company's proxy materials with respect to
                such meeting given by or at the direction of the Board (or any
                duly authorized committee thereof),


               otherwise properly brought before the annual meeting by or at the
                direction of the Board (or any duly authorized committee
                thereof),

otherwise properly brought before such meeting by any stockholder

                     who is a stockholder of record on the date of the giving of
                      the notice provided for in this Section 15 and on the
                      record date for the determination of stockholders entitled
                      to notice of and to vote at such meeting,

who is entitled to vote at such annual meeting, and

who complies with the notice procedures set forth in Section 15,

and that a stockholder may not transact business at any such meeting unless
such stockholder and any beneficial owner on whose behalf such business is proposed acted in a manner consistent with the representation in the "Solicitation Representation" as defined in this Section 15, and

such business is a proper matter for stockholder action under the General Corporation Law of the State of Delaware,

and that this Section 15 provides the exclusive means by which a stockholder may present a proposal at any such meeting, other than matters that are properly brought under Rule 14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act");
(b) in addition to other applicable requirements, for business to be properly brought before such meeting by a stockholder, a stockholder must give timely notice according to the time periods specified in this subsection (b);

(c) a stockholder's notice to the Secretary must be in the form specified in this subsection (c);

(d) the definitions of "Solicitation Representation" and "public disclosure" are set forth in this subsection (d);

(e) no business shall be conducted at such meeting except business brought in accordance with this Section 15, that if the chairperson determines that business was not properly brought before the meeting then the chairperson shall declare to such meeting that such business shall not be transacted, and that unless otherwise required by law, if a stockholder or a qualified representative of the stockholder (as defined in this subsection (e)) does not appear at such meeting to propose business, then such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company;

procedures for nomination of directors, including that

(a) subject to the Company's Certificate of Incorporation and By-laws, only persons nominated in accordance with the following procedures shall be eligible for election of as directors, except as otherwise provided in the Certificate of Incorporation with respect to the right, if any, of holders of


preferred stock to elect a specified number of directors, and nominations of persons for election to the Board may be made at any annual stockholders' meeting, or at any special stockholders' meeting called for the purpose of electing directors,

               by or at the direction of the Board (or any duly authorized
                committee thereof) or


               by any stockholder of the Company (A) who is a stockholder of
                record on the date of the giving of the notice provided for in
                this Section 16 and on the record date for the determination of
                stockholders entitled to notice of and to vote at such meeting,
                (B) who is entitled to vote, and (C) who complies with the notice
                procedures set forth in this Section 16,

and a stockholder may not present a nominee unless such stockholder, or any beneficial owner on whose behalf such nomination is made, aced in a manner consistent with representations made in the Solicitation Representation;
(b) in addition to other applicable requirements, for business to be properly brought before such meeting by a stockholder, a stockholder must give timely notice according to the time periods specified in this subsection (b);

(c) a stockholder's notice to the Secretary must be in the form specified in this subsection (c);

(d) no person shall be eligible as a director unless nominated in accordance with this Section 16, that if the chairperson determines that a nomination was not made in accordance with the foregoing . . .



Item 9.01 Financial Statements and Exhibits

Exhibit
Number      Description
            Amended and Restated By-laws of Bio-Rad Laboratories, Inc. dated
  3.1       March 25, 2014


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