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EX-3.2 - AMENDED AND RESTATED BYLAWS - TREDEGAR CORP | ex3_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 9, 2009
Tredegar
Corporation
|
(Exact
Name of Registrant as Specified in its
Charter)
|
Virginia
|
1-10258
|
54-1497771
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1100
Boulders Parkway
Richmond,
Virginia
|
23225
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (804)
330-1000
Not
applicable
|
(Former
name or former address, if changed since last
report)
|
Check the appropriate box below if the
Form 8-K is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
•
¨ 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
5.02
|
Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
|
At its
December 9, 2009 meeting, the Executive Compensation Committee (the
“Compensation Committee”) of the Board of Directors of Tredegar Corporation (the
“Corporation”) approved the following compensatory arrangements with the
Corporation’s named executive officers.
Executive Officer Salary
Restoration
As
reported in the Current Report on Form 8-K filed by the Corporation with the
Securities and Exchange Commission (the “SEC”) on May 22, 2009, certain named
executive officers of the Corporation voluntarily agreed to reduce their annual
base salaries, effective June 1, 2009, in support of the Corporation’s cost
reduction initiatives.
At its
meeting on December 9, 2009, the Compensation Committee approved the
restoration, effective as of the last pay period in December, 2009, of the
annual base salaries for those executive officers to their levels prior to the
salary reductions, as indicated below.
Name
|
Title
|
Salary Restoration %
(Amount)
|
Annual Base Salary After
Restoration
|
|||||||
John
D. Gottwald
|
President
and CEO
|
25% ($135,000) | $ | 540,000 | ||||||
Nancy
M. Taylor
|
Corporate
Executive Vice President and President, Tredegar Film Products
Corporation
|
15% ($60,001) | $ | 400,008 | ||||||
Duncan
A. Crowdis
|
Corporate
Vice President and President, The William L Bonnell Company,
Inc.
|
12% ($33,600) | $ | 280,000 |
Executive Officer Salary
Increases Following New Executive Officer Appointments
At its
meeting on December 9, 2009, due to the executive officer appointments as
reported in two separate Current Reports on Form 8-K filed by the Corporation
with the SEC on December 2, 2009, the Compensation Committee approved certain
annual base salary increases to the amounts and on the effective dates set forth
below opposite each such executive officer’s name, in light of each such
executive officer’s increased duties and responsibilities associated with their
new positions.
Name
|
Title
|
Annual Base Salary After
Increase
|
Effective Date
|
||||
Nancy
M. Taylor
|
President
and CEO
|
$ | 700,000 |
January
31, 2010
|
|||
Kevin
A. O’Leary
|
Vice
President, Chief Financial Officer and Treasurer
|
$ | 310,000 |
December
11, 2009
|
Due
to his appointment as Controller and Principal Accounting Officer of the
Corporation as
2
reported
in the Current Report on Form 8-K filed by the Corporation with the SEC on
December 2, 2009, Frasier W. Brickhouse, II, received an annual base salary
increase, effective December 11, 2009, to the amount indicated
below:
Name
|
Title
|
Annual Base Salary After
Increase
|
||||
Frasier
W. Brickhouse, II
|
Controller
and Principal Accounting Officer
|
$ | 165,000 |
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Changes in Fiscal Year.
On
December 10, 2009, the Board of Directors of the Corporation approved, effective
as of that date, certain amendments to the advance notice provisions of the
Corporation’s Bylaws (which provisions have been in effect since the
Corporation’s spin-off from Ethyl Corporation in July, 1989), as well as several
conforming, updating and other minor procedural changes.
(1) The
principal amendments are set forth in Section 10 of Article I and Section 5 of
Article II of the Bylaws (requiring advance notice to the Corporation of
proposals by shareholders to conduct items of business or nominate directors,
respectively) and are summarized below.
The
required notices from shareholders to present proposals of business or make
nominations at annual meetings have been expanded to require the shareholder to
include the following:
·
|
description
of agreements or arrangements between the shareholder and any other
person(s) in connection with the proposal of business or director
nominations;
|
·
|
description
of agreements or arrangements entered into by the shareholder with the
intent to mitigate loss, manage risk or benefit from changes in the stock
price or increase or decrease the voting power of the shareholder;
and
|
·
|
updated
notice promptly after the later of the record date or the first public
announcement of the record date with respect to any changes in certain
information in the initial notice (shares beneficially owned by the
proponent as of the record date and agreements or arrangements described
in the two bullet points above).
|
In both
these Sections, the advance notice time period has been changed from 90 days
before the anniversary date of the Corporation’s previous year’s annual meeting
to 120 days before such anniversary date.
As a
result of the above changes, insofar as the requirements of the Corporation’s
Bylaws as amended are concerned, the date by which notices from shareholders of
proposed items of business to be conducted or nominations of directors for the
Corporation’s 2010 annual meeting must be received by the Secretary of the
Corporation is the close of business on January 19, 2010. Any
shareholder proposal to which SEC Rule 14a-8 applies will also be subject to the
separate notice and other provisions of that Rule.
(2) Article
I, Section 5 and Article II, Section 4 have been amended to authorize the
3
Corporation
to use more modern methods of giving notice of meetings of shareholders and
directors, respectively, as now or in the future authorized by Virginia law,
including by electronic transmissions to the extent consented to by the
shareholder or director.
Additional
amendments include provisions that (i) clarify the authority of the Board of
Directors to postpone a shareholders’ meeting and the Chairman of the Board (or
other chair of a meeting) to adjourn a shareholders’ meeting and (ii) update the
Bylaws to take advantage of procedures now permitted by, or otherwise to conform
to, current Virginia corporate law, and remove language no longer necessary or
relevant.
The
preceding summary is qualified in its entirety by reference to the full text of
the Corporation’s Amended and Restated Bylaws, a copy of which is attached
hereto as Exhibit 3.2 and incorporated herein by reference.
Item
8.01 Other Events.
Non-Employee Director
Compensation
As
reported in the Current Report on Form 8-K filed by the Corporation with the SEC
on May 22, 2009, Norman A. Scher, the Corporation’s Vice Chairman of the Board,
who is also an employee of the Corporation and receives an annual base salary
but does not receive any compensation for his service as a Director, voluntarily
agreed to reduce his annual base salary, effective June 1, 2009, in support of
the Corporation’s cost reduction initiatives.
At its
meeting on December 9, 2009, the Nominating and Governance Committee of the
Board of Directors of the Corporation approved the restoration, effective as of
the last pay period in December, 2009, of the annual base salary for Mr. Scher
to its level prior to the salary reduction, as indicated below.
Name
|
Title
|
Salary Restoration %
(Amount)
|
Annual Base Salary After
Restoration
|
|||||||
Norman
A. Scher
|
Vice
Chairman
|
10% ($18,500) | $ | 185,000 |
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
3.2
|
Amended
and Restated Bylaws of Tredegar Corporation, as of December 10,
2009.
|
4
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.
TREDEGAR CORPORATION
Company Name | |||
Date: December
15, 2009
|
By:
|
/s/ A. Brent King | |
A. Brent King | |||
Vice President, General Counsel and Secretary | |||
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