Attached files
file | filename |
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EX-3.2 - BLYTH INC | exhibit32.htm |
EX-3.1 - BLYTH INC | exhibit31.htm |
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) June 10,
2010
BLYTH,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other
Jurisdiction
of
Incorporation)
|
1-13026
(Commission
File
Number)
|
36-2984916
(IRS
Employer
Identification
No.)
|
One East
Weaver Street, Greenwich, Connecticut 06831
(Address
of Principal Executive Offices) (Zip
Code)
Registrant’s
Telephone Number, including Area Code (203) 661-1926
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:
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
|
At the
2010 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 10,
2010, the stockholders of the Company approved the amendment and restatement of
the Company’s certificate of incorporation and bylaws to declassify the
structure of the board of directors so that members of the board of directors
will be elected annually beginning at the 2011 annual meeting of stockholders,
to adopt majority voting standards for uncontested director elections, and to
make certain other technical changes, as more fully described in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on April 26,
2010. Subsequent to stockholder approval, the Amended and Restated Certificate
of Incorporation was filed with the Secretary of State of the State of Delaware
and became effective on June 10, 2010.
A copy of
the Amended and Restated Certificate of Incorporation is attached hereto as
Exhibit 3.1. A copy of the Amended and Restated Bylaws is attached
hereto as Exhibit 3.2. The foregoing description is qualified in its
entirety by reference to Exhibit 3.1 and Exhibit 3.2.
Item
5.07
|
Submission
of Matters to a Vote of Security
Holders.
|
The
Company held its Annual Meeting on June 10, 2010 at the Company’s offices in
Greenwich, CT. Of the 8,797,123 shares of common stock issued and
outstanding as of the record date, 8,388,731 shares of common stock
(approximately 95%) were present or represented by proxy at the Annual
Meeting. The Company’s stockholders (i) elected all of the directors
nominated by the Company’s board of directors, (ii) approved the amendment and
restatement of the Company’s certificate of incorporation and bylaws to
declassify the board and provide for the annual election of all directors
beginning at the 2011 annual meeting, to adopt majority voting standards in
uncontested elections of directors, and to make certain other technical changes,
and (iii) ratified the appointment of Ernst & Young LLP as the Company’s
independent auditors for the fiscal year ending January 31, 2011.
The
number of votes cast for or against (or withheld) and the number of abstentions
and broker non-votes with respect to each matter voted upon, as applicable, are
set forth below.
Proposal
1: Amendment and Restatement of the Company’s Certificate of Incorporation and
Bylaws to declassify the board of directors and provide for the annual election
of all directors
Votes
For
|
Votes
Against
|
Abstentions
|
8,295,854
|
87,038
|
5,839
|
Proposal
2: Amendment and Restatement of the Company’s Certificate of Incorporation and
Bylaws to adopt majority voting standards in uncontested elections of
directors
Votes
For
|
Votes
Against
|
Abstentions
|
8,270,117
|
112,642
|
5,972
|
Proposal 3: Election of
Directors
Name
|
For
|
Withheld
|
Broker
Non-Votes
|
|||||||||
Robert
B. Goergen
|
8,049,983
|
133,734
|
205,014
|
|||||||||
Neal
I. Goldman
|
8,093,055
|
90,662
|
205,014
|
|||||||||
Howard
E. Rose
|
8,054,927
|
128,790
|
205,014
|
Proposal
4: Ratification of the Appointment of Independent Auditors
Votes
For
|
Votes
Against
|
Abstentions
|
8,277,913
|
105,480
|
5,338
|
(d) Exhibits
3.2
Amended and Restated Bylaws
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.
BLYTH,
INC.
|
|
Date:
June 10, 2010
|
By: /s/ Michael S. Novins
|
Name:
Michael S. Novins
Title:
Vice President & General Counsel
|