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): May 18, 2011
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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| Delaware
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001-12561
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36-3601505 |
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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.) |
7733 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this 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) Effective May 18, 2011, the Board amended Section 2 of Article III of the Company’s Third
Amended and Restated Bylaws to provide for a board of eleven members. The revised language of
Article III, Section 2 is included in Exhibit 3.1 hereof.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2011, the Company held its regular Annual Meeting of Stockholders. The stockholders
considered four proposals. The results of the voting were as follows:
Proposal 1: Election of Eleven Directors for a One-Year Term.
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Shares Voted For |
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Shares Withheld |
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David Aldrich |
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41,233,586 |
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1,479,325 |
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Lance C. Balk |
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41,385,631 |
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1,327,280 |
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Judy L. Brown |
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40,756,840 |
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1,956,071 |
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Bryan C. Cressey |
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41,391,918 |
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1,320,993 |
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Glenn Kalnasy |
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29,974,836 |
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12,738,075 |
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Mary S. McLeod |
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41,256,300 |
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1,456,611 |
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George Minnich |
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41,920,412 |
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792,499 |
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John M. Monter |
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41,221,139 |
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1,491,772 |
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Bernard G. Rethore |
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29,397,704 |
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13,315,207 |
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John S. Stroup |
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41,671,452 |
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1,041,459 |
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Dean Yoost |
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41,921,822 |
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791,089 |
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Proposal 2: Advisory Vote on Executive Compensation.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
29,252,230
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13,262,743
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197,938
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Proposal 3: Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive
Compensation
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| One Year |
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Two Years |
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Three Years |
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Abstain |
| 35,381,207
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500,635
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6,628,625
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202,444 |
Proposal 4: Approval of the Belden Inc. 2011 Long Term Incentive Plan.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 27,944,460
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14,693,587
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74,864
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0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Amendment to Third Amended and Restated Bylaws of Belden Inc. |
3