Boise Inc. - Current report filing (8-K)
14 Juli 2008 - 8:17PM
Edgar (US Regulatory)
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
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Date of Report:
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July 14, 2008
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Date of Earliest Event
Reported:
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July 11, 2008
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BOISE INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33541
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20-8356960
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1111 West Jefferson Street, Suite 200
Boise, ID 83702-5388
(Address of
principal executive offices) (Zip Code)
(208) 384-7000
(Registrants telephone number, including area code)
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.
(a) Amendments to
Bylaws.
On and effective July 11,
2008, our board of directors amended and restated the companys bylaws. The following is a summary of changes
effected by the amendments to the bylaws.
The section references are to the amended bylaws, unless the context
otherwise requires.
ARTICLE II. Meetings of Stockholders
Section 1. Place and Time of Meetings
.
The amended bylaws clarify that the companys first annual meeting will
be held in 2009. The companys stockholders
adopted an amended and restated certificate of incorporation, elected
directors, approved an incentive plan, and took other actions at a special
meeting held on February 5, 2008, obviating the need for an additional
stockholder meeting in 2008.
Section 4. Notice.
The amended bylaws revise the deadline for advance
notice required for a stockholder to bring a matter before an annual meeting of
stockholders. Under the amended bylaws,
notice may be given no earlier than 120 days (previously 90 days) or more than
150 days (previously 120 days) prior to the first anniversary date of the
preceding years annual meeting (previously the date that proxy materials were
first mailed to stockholders). To bring
business before the companys annual meeting to be held in 2009, stockholders
must give notice no later than December 1, 2008, and no sooner than November 1,
2008. A stockholder may have to comply
with additional advance notice provisions with respect to proposals the
stockholder wishes to have included in the companys proxy statement.
The amended bylaws also
require a stockholders notice to include additional information about director
nominees and about the stockholder (and beneficial owner, if applicable)
bringing business before a stockholders meeting. These enhanced disclosure requirements relate
to the nominee and/or proponents ownership positions in the companys
securities, as well as other information regarding economic interests of the
nominee and/or proponent in the company.
Article III. Directors
Section 12. Action by Written Consent.
The amended bylaws clarify that written consent of the
directors can be obtained by electronic transmissions and that such consents
may be maintained in electronic form.
Section 14. Compensation.
The amended
bylaws clarify the compensation that may be paid to directors for their service
to the board, as well as to special or standing committees of the board. Such compensation shall be in the amount and
form as the
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board of directors may
approve.
This summary does not
purport to be complete and is subject to and qualified in its entirety by
reference to the text of the Bylaws of Boise Inc., Amended and Restated
Effective as of July 11, 2008, filed as Exhibit 3.1 to this Report on
Form 8-K. Exhibit 3.1 is
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The following exhibit is filed as part of this Report on Form 8-K:
Exhibit Number
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Description
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Exhibit 3.1
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Bylaws of Boise Inc., Amended and Restated Effective
as of July 11, 2008
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3
SIGNATURE
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.
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BOISE
INC.
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By
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/s/
Karen E. Gowland
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Karen
E. Gowland
Vice President, General Counsel and
Secretary
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Date: July 14, 2008
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