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MTW > SEC Filings for MTW > Form 8-K on 31-Jul-2014All Recent SEC Filings

Show all filings for MANITOWOC CO INC



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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On July 29, 2014, the Board of Directors (the "Board") of The Manitowoc Company, Inc. (the "Company") approved amendments to the Restated By-Laws of the Company to, among other things, effect the following: (1) revise the annual meeting date By-Law so that the annual meeting will be held on the prescribed date of the first Tuesday in May or another date that the Board approves; (2) provide that shareholder information required under the notice provisions of Section 1 of Article II of the By-Laws and Section 3 of Article III of the By-Laws must include information regarding derivative instruments; (3) amend Article II of the By-Laws to provide that the Chairman may adjourn a shareholders meeting; (4) expressly provide that the Board has the authority to specify the number of directors within the range set forth in Section 2 of Article III of the By-Laws;
(5) provide that a majority of the directors, rather than two directors, may call a special meeting of the Board; (6) amend Section 12 of Article III to make the list of proscribed Board committee actions and the minimum number of directors on a committee consistent with amendments to Section 180.0825 of the Wisconsin Business Corporation Law; (7) provide that senior officers may appoint Assistant Treasurers and Assistant Secretaries; (8) amend Section 16 of Article IV of the By-Laws to clarify and enhance the Company's procedures with respect to its indemnification and reimbursement of, and advancement of expenses to, the Company's officers and directors, including in certain proceedings where an officer or director is a witness or a party or is threatened to be made a party;
(9) allow for book-entry delivery of shares of stock; and (10) make certain conforming and clarifying changes related to the foregoing. The foregoing description is qualified in its entirety by reference to the text of the Restated By-Laws of the Company, as amended through July 29, 2014, which are attached as Exhibit 3.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being filed herewith:

(3.1) The Manitowoc Company, Inc. Restated By-Laws (as amended through July 29, 2014).

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