SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2005
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
| Louisiana | 0-25756 | 72-1280718 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 19, 2005, the Board of Directors amended the Registrant’s Bylaws as follows:
| • | Section 2.8 – To clarify that, as provided under the Louisiana Business Corporation Law, unless otherwise required a majority of votes actually cast shall decide matters properly brought before a shareholders’ meeting. |
| • | Sections 3.3, 3.6 and 5.1 – To conform the Bylaws to the Nominating and Corporate Governance Committee Charter. |
| • | Section 4.3 – To confirm the current practice of holding regular meetings of the Board of Directors on the third Monday of each month. |
| • | Section 7.4 – To conform the Bylaws to the Compensation Committee Charter. |
Item 9.01 Financial Statements and Exhibits
Exhibit 3.1 Bylaws, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| IBERIABANK CORPORATION | ||||
| DATE: December 22, 2005 | By: | /s/ Daryl G. Byrd | ||
| Daryl G. Byrd | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit Number |
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| 3.1 | Bylaws, as amended. |