form8k022410.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): February 24,
2010
General
Cable Corporation
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(Exact
name of registrant as specified in its
charter)
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|
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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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4
Tesseneer Drive, Highland Heights, Kentucky
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(859)
572-8000
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(Former
name or former address, if changed since last
report)
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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)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On
February 24, 2010, the Board of Directors (the “Board”) of General Cable
Corporation, a Delaware corporation (the “Company”), approved an amendment to
the Company’s amended and restated by-laws, as amended (“Restated Bylaws”). The
Restated Bylaws were effective upon approval and adoption by the Board and are
attached as Exhibit 3.1 to this Current Report on Form 8-K.
The
Restated Bylaws amend Section 5(a) to change the vote standard for the election
of directors from plurality to a majority of votes cast in uncontested
elections. A majority of the votes cast means that the number of shares voted
“for” a director nominee must exceed the number of votes cast “against” that
director nominee. In contested elections where the number of nominees
exceeds the number of directors to be elected, the vote standard will continue
to be a plurality of votes cast. The amended Section 5(a) also
provides that if, for any reason the Board of Directors is not elected at an
annual meeting, the Board of Directors may be elected thereafter at a special
meeting of the stockholders held for that purpose.
The
Restated Bylaws also amend Section 7(b)(i) by adding subsection (H) which
requires that the written notice of a stockholder nomination must contain a
statement as to whether the nominee, if elected, intends to tender, promptly
following such person’s failure to receive the required vote for election or
re-election at the next meeting at which such person would face election or
re-election, an irrevocable resignation effective upon acceptance of such
resignation by the Board of Directors, in accordance with the Company’s
Corporate Governance Principles and Guidelines.
The
foregoing summary of the Restated Bylaws does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Restated
Bylaws filed as an exhibit to this Form 8-K.
Item
7.01 Regulation FD
Disclosure
On
February 26, 2010, the Company issued the press release, which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by
reference into this Item, announcing that its Board of Directors has taken
certain actions to enhance the Company’s corporate governance
practices.
Item
9.01 Financial
Statements and Exhibits
(d) The
following have been filed as exhibits to this Form 8-K:
Exhibit Number
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Description
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Method of Filing
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3.1
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Amended
and Restated By-laws, as amended
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Filed
herewith
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99.1
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Press
Release dated February 26, 2010
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Furnished
herewith
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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.
GENERAL CABLE
CORPORATION
Date:
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February
26, 2010
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By:
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/s/
Robert J. Siverd
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Name:
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Robert
J. Siverd
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Title:
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Executive
Vice President, General Counsel and Secretary
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INDEX TO
EXHIBITS
Exhibit Number
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Description
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Method of Filing
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3.1
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Amended
and Restated By-laws, as amended
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Filed
herewith
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99.1
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Press
Release dated February 26, 2010
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Furnished
herewith
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