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TW > SEC Filings for TW > Form 8-K on 28-Aug-2014All Recent SEC Filings

Show all filings for TOWERS WATSON & CO.

Form 8-K for TOWERS WATSON & CO.


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

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

(a) Amendment to Bylaws.

On August 22, 2014, the Board of Directors of Towers Watson & Co. (the "Company") approved a resolution to amend the Company's Bylaws to add exclusive forum provisions for certain types of lawsuits, effective August 22, 2014.

These exclusive forum provisions contained in new Article 6 provide that unless the Company consents in writing to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), shall, to the fullest extent permitted by law, be the sole and exclusive forum for certain shareholder derivative lawsuits, claims for breaches of fiduciary duties, and other actions specified in the Bylaws. Article 6 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Company shall be deemed to have notice of and consented to the exclusive forum provisions contained in Article 6.

A copy of the Company's Amended and Restated Bylaws, as amended, is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference, and the foregoing description is qualified by reference to such Amended and Restated Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No. Description

3.1 Amended and Restated Bylaws of Towers Watson & Co. as of August 22, 2014

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