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EX-3 - CERTIFICATE OF INCORPORATION JUNE 2013 - GRAYBAR ELECTRIC CO INC | certificateofincorporation.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 13, 2013
GRAYBAR ELECTRIC
COMPANY, INC.
(Exact Name of Registrant as specified in Charter)
New York |
000-00255 |
13-0794380 |
34
North Meramec Avenue |
Registrant’s telephone number, including area code: (314) 573-9200
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 (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 5.07 Submission of Matters to a Vote of Security Holders.
At
the Company’s Annual Meeting of Shareholders on June 13, 2013, the shareholders
voted to (1) elect 8 members to the Company’s thirteen-member Board of
Directors; (2) approve the amendment of the Company’s Restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
20,000,000 to 50,000,000; and (3) approve the Three-Year Common Stock Purchase
Plan. The following tables set forth the final number of votes for, withheld
and abstaining on each matter. Broker non-votes are not shown because there is
no public trading market for the Company’s Common Stock and no brokers hold
shares for any underlying beneficial owners of such shares.
Director Nominees |
|
For |
Withheld |
Abstain |
|
|
|
|
|
R. A. Cole |
|
12,868,075 |
-0- |
-0- |
M. W. Geekie |
|
12,868,075 |
-0- |
-0- |
L. R. Giglio |
|
12,868,075 |
-0- |
-0- |
R. R. Harwood |
|
12,868,075 |
-0- |
-0- |
R. C. Lyons |
|
12,868,075 |
-0- |
-0- |
D. G. Maxwell |
|
12,868,075 |
-0- |
-0- |
K. M. Mazzarella |
|
12,868,075 |
-0- |
-0- |
B. L. Propst |
|
12,868,075 |
-0- |
-0- |
Proposal |
|
For |
Withheld |
Abstain |
|
|
|
|
|
Approval of the Amendment to the Restated Certificate of Incorporation to increase the number of authorized shares from 20,000,000 to 50,000,000 |
|
12,868,075 |
-0- |
-0- |
|
|
|
|
|
Approval of the Three-Year Common Stock Plan |
|
12,868,075 |
-0- |
-0- |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Restated Certificate of Incorporation as amended to date.
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.
|
GRAYBAR ELECTRIC COMPANY, INC. |
|
|
Date: June 14, 2013 |
By: /s/ Matthew W. Geekie |
|
Matthew W. Geekie |
|
Senior Vice President, Secretary & |
|
General Counsel |
EXHIBIT INDEX
Exhibit Number |
|
Description |
3.1 |
|
Restated Certificate of Incorporation as amended to date |
|
|
|