pallcorp_8-k.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): April 23, 2010
PALL CORPORATION
(Exact name of registrant as specified in its
charter)
| New
York |
001- 04311 |
11-1541330 |
| (State or
other jurisdiction |
(Commission file number) |
(I.R.S.
Employer |
| of
incorporation) |
|
Identification No.) |
| 25 Harbor Park
Drive |
|
11050 |
| (Address of
principal executive offices) |
|
(Zip
Code) |
| (516) 484-5400 |
| (Registrant's 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:
¨ 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers.
On April 23, 2010, the Board of Directors (the “Board”) of Pall
Corporation (the “Registrant”) increased the number of directors on the Board
from 11 to 12 and elected Amy E. Alving as a Director effective immediately. Ms.
Alving is the Chief Technology Officer and a Senior Vice President of Science
Applications International Corporation. A copy of the press release announcing
Ms. Alving’s election is attached hereto as Exhibit 99 and is incorporated
herein by reference. The Board determined that Ms. Alving meets the independence
requirements under the rules of the New York Stock Exchange and the Registrant’s
independence standards and that there are no transactions between Ms. Alving and
the Registrant that would require disclosure under Item 404(a) of Regulation
S-K. The Board has not yet appointed Ms. Alving to any committee. Ms. Alving
will receive compensation as a non-employee member of the Board as described in
the proxy statement for the Registrant’s 2009 annual meeting of shareholders
under “Director Compensation for Fiscal Year 2009”.
ITEM 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Effective April 23, 2010, the Board approved
amendments to the Registrant’s By-laws to provide for (i) the increase in the
size of the Board as discussed above in Item 5.02 of this Form 8-K, (ii) a
majority voting standard in uncontested director elections, and (iii) an
expansion of the information a shareholder must provide in such shareholder’s
notice to the Registrant to nominate a candidate to the Board.
The amendments with respect to majority voting
provide that in uncontested director elections a director nominee shall be
elected by the vote of the majority of the votes cast with respect to such
director nominee. Directors will continue to be elected by a plurality of the
votes cast in contested elections. In connection with the adoption of the
majority voting standard, the Board amended the Registrant’s Corporate
Governance Policy (the “Policy”) to require the Board to only nominate or elect
director candidates who agree in advance to submit an irrevocable resignation
upon such candidates’ election or re-election to the Board. The resignation will
be effective upon (i) the failure of the candidate to receive the required
number of votes cast at the next meeting at which such candidate is nominated
for re-election, and (ii) the Board’s decision to accept such resignation.
Additional amendments to the Policy require the Nominating/Governance Committee
to determine whether to accept a Director’s resignation and to submit its
recommendation to the Board and for the Board to promptly consider the
recommendation. The revised Policy is available on the Registrant’s website at
www.pall.com/investor.asp (under the “Investor Relations” tab).
The By-laws amendments with respect to the
information a shareholder must provide the Registrant in order to nominate a
candidate to the Board require the following additional information:
| |
(1) |
|
A statement
whether such nominee intends to submit to the Board an irrevocable
resignation effective upon (i) such nominee’s failure to receive the
required number of votes cast at the next meeting at which such nominee is
nominated for election or re-election, and (ii) the Board’s acceptance of
such resignation.
|
|
|
|
|
|
(2) |
|
A completed
questionnaire regarding such nominee’s background and
qualifications.
|
|
|
|
|
|
(3) |
|
A written
representation stating that such nominee (i) has no agreement with any
person or entity as to how such nominee will act or vote as a director,
(ii) is not a party to any agreement or understanding with respect to
compensation, reimbursement or indemnification in connection with such
nominee’s service or action as a director and (iii) has complied with all
applicable corporate governance, conflicts, confidentiality and stock
ownership requirements of the
Registrant.
|
The amended By-laws also include a provision
that requires a director nominee to meet the requirements for service as a
director prescribed in the Policy to be eligible for nomination.
In addition to the material changes described
above, the By-laws were also amended to make certain other non-substantive
changes.
2
The foregoing description of the amendments to
the Registrant’s By-laws is qualified in its entirety by reference to the full
text of the By-laws, a copy of which is attached hereto as Exhibit 3(ii) and
incorporated herein by reference.
ITEM 9.01 Financial Statements and
Exhibits.
| |
(d) Exhibits. |
| |
|
|
|
3(ii) |
|
Registrant’s By-laws, as amended through April 23,
2010 |
|
|
99 |
|
Press Release issued by the Registrant on April 28,
2010 |
3
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.
|
|
Pall Corporation |
|
|
|
|
|
|
|
|
/s/
Francis Moschella |
|
| April 29, 2010 |
Francis Moschella |
|
|
Vice President – Corporate
Controller |
|
|
Chief Accounting
Officer |
4
INDEX TO EXHIBITS
| Exhibit |
|
|
| Number |
|
Description |
|
| 3(ii) |
|
Registrant’s By-laws, as amended through
April 23, 2010 |
| 99 |
|
Press Release issued by the Registrant
on April 28, 2010 |