UNITED STATES
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 12, 2012
PALL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 001- 04311 | 11-1541330 | ||
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| 25 Harbor Park Drive, Port Washington, NY | 11050 |
| (Address of principal executive offices) | (Zip Code) |
(516) 484-5400
| |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 12, 2012, Pall Corporation (the “Registrant”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved amendments to the Registrant’s By-Laws, which were adopted by the Board of Directors (the “Board”) on September 26, 2012, subject to shareholder approval. The amendments eliminate administratively burdensome provisions, provide the Board with more flexibility within the limits of applicable law and make the by-laws more consistent with New York law and current best practices. The amendments consist of the following: (i) eliminating requirement that annual shareholder meetings be held only within the State of New York, (ii) eliminating requirement that special shareholder meetings be held only within the State of New York in Glen Cove or New York City, (iii) allowing the vote requirement to capture a voting standard of less than a majority of shares represented and entitled to vote, and (iv) deleting requirement that the Board may only amend the by-laws at a regular or special meeting of the Board.
The foregoing description of the amendments to the Registrant’s by-laws is qualified in its entirety by reference to the full text of the by-laws, a copy of which is attached hereto as Exhibit 3.1(i) and incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders voted on the four proposals detailed in the Registrant’s 2012 Proxy Statement filed with the Securities and Exchange Commission on November 13, 2012 and casted their votes as follows:
Proposal 1. Election of 11 members to the Board for a term expiring at the 2013 Annual Meeting of Shareholders.
| Broker | ||||||||
| Director Nominee | For | Against | Abstained | Non-Votes | ||||
| Amy E. Alving | 94,732,666 | 306,634 | 74,510 | 6,245,641 | ||||
| Robert B. Coutts | 94,304,683 | 722,099 | 87,028 | 6,245,641 | ||||
| Mark E. Goldstein | 94.608,478 | 425,827 | 79,505 | 6,245,641 | ||||
| Cheryl W. Grisé | 94,133,705 | 904,517 | 75,588 | 6,245,641 | ||||
| Ronald L. Hoffman | 94,341,916 | 693,469 | 78,425 | 6,245,641 | ||||
| Lawrence D. Kingsley | 94,752,487 | 284,610 | 76,713 | 6,245,641 | ||||
| Dennis N. Longstreet | 94,800,789 | 235,965 | 77,056 | 6,245,641 | ||||
| B. Craig Owens | 94,555,266 | 477,858 | 80,686 | 6,245,641 | ||||
| Katharine L. Plourde | 93,963,507 | 1,076,283 | 74,020 | 6,245,641 | ||||
| Edward Travaglianti | 93,907,376 | 1,129,160 | 77,274 | 6,245,641 | ||||
| Bret. W. Wise | 94,627,823 | 407,949 | 78,038 | 6,245,641 |
Proposal 2. Ratification of appointment of KPMG LLP as the Registrant’s independent registered public accounting firm for fiscal year 2013.
| For | Against | Abstained | Broker Non-Votes | |||
| 99,648,683 | 1,653,299 | 57,469 | --- |
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Proposal 3. Approval of amendments to the Registrant’s By-laws.
| For | Against | Abstained | Broker Non-Votes | |||
| 100,767,851 | 438,558 | 152,841 | 201 |
Proposal 4. Approval, on an advisory basis, of the compensation of the Registrant’s named executive officers.
| For | Against | Abstained | Broker Non-Votes | |||
| 80,365,413 | 14,603,323 | 144,873 | 6,245,842 |
ITEM 9.01 Financial Statements and Exhibits.
|
(d) Exhibits. | |||
| 3.1(i) | Registrant’s By-Laws, as amended through December 12, 2012. | ||
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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.
| Pall Corporation | |
| /s/ Roya Behnia | |
| December 17, 2012 | Roya Behnia |
| Senior Vice President, General Counsel and | |
| Corporate Secretary | |
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INDEX TO EXHIBITS
| Exhibit | |||
| Number | Description | ||
| 3.1(i) | Registrant’s By-Laws, as amended through December 12, 2012. | ||
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