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CUB > SEC Filings for CUB > Form 8-K on 22-Apr-2014All Recent SEC Filings

Show all filings for CUBIC CORP /DE/

Form 8-K for CUBIC CORP /DE/


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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2014, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of Cubic Corporation ("Cubic"), and pursuant to the amended and restated bylaws of Cubic, the Board appointed Steven J. Norris to fill a newly created seat on the Board, effective immediately, with an initial term expiring at the 2015 annual meeting of Cubic's shareholders. Mr. Norris has also been appointed to the Nominating and Corporate Governance Committee of the Board.

Mr. Norris is currently Chairman of Soho Estates, BMNP Paribas Real Estate UK and Virtus Data Centres Ltd. He became a member of the British Parliament in 1983 and remained in government service until 1997, serving as Parliamentary Under Secretary of State for Transport and Minister for Transport.

Mr. Norris will receive an initial award of restricted stock units with a market value of $56,250, effective two business days following the filing of Cubic's Form 10-K/A for fiscal 2013 or Form 10-Q for the second quarter of fiscal 2014, whichever is later. The award will be granted pursuant to Cubic's standard form of Non-Employee Director Restricted Stock Unit Award Grant Notice and Award Agreement under Cubic's 2005 Equity Incentive Plan, and will vest in two parts, the first on October 1, 2014 for one-third of the award, and the second on October 1, 2015 for the remaining two-thirds of the award. Mr. Norris will receive an annual retainer of $30,000 for his service on the Board, fees of $2,000 for attendance at each meeting of the Board and fees of $1,000 for attendance at each meeting of a Committee on which he serves, consistent with Cubic's other non-employee directors. There are no other arrangements or understandings between Mr. Norris and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which Cubic is a party and in which Mr. Norris has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no related person transactions (within the meaning of Item 404(a) of SEC Regulation S-K) in which Cubic is a party and in which Mr. Norris has a material interest.

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

On and effective as of April 22, 2014, the Board adopted amended and restated bylaws. Article III, Section 9(h) of the amended and restated bylaws was amended to remove the requirement that a director be a U.S. citizen.

The foregoing description of Cubic's amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Number                 Description of Exhibit
3.1       Amended and Restated Bylaws of Cubic Corporation

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