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LNN > SEC Filings for LNN > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for LINDSAY CORP



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

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

On May 2, 2014, the Board of Directors of Lindsay Corporation (the "Company") adopted certain amendments to the By-Laws of the Company. Section 2.6 was amended to clarify that abstentions are treated as present for purposes of establishing a quorum at a meeting of the stockholders. Section 2.8 was amended to change the default standard for stockholder approval from "a majority of the shares present" to "a majority of the votes cast" at the meeting. Section 2.11 was amended to require that stockholder proposals for new business and director nominations must be received by the Company not less than 90 days nor more than 120 days prior to the one-year anniversary of the date of the preceding year's annual meeting of stockholders. Subject to certain exceptions, Section 2.11 previously required stockholder proposals and nominations to be received by the Company 30 days before the annual meeting. Section 9.3 is a new bylaw provision establishing Delaware courts as the exclusive forum for any litigation relating to the internal affairs of the Company, including stockholder derivative actions and claims for breach of fiduciary duty. The amendments to the By-Laws were effective immediately. A copy of the Amended and Restated By-Laws of the Company is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

3.1 Amended and Restated By-Laws

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