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 30, 2012
Belden Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware |
001-12561 |
36-3601505 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (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:
| [ ] | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective May 30, 2012, the Board of Directors (the “Board”) of Belden Inc. (the “Company”) amended Section 2 of Article III of the Company’s Third Amended and Restated Bylaws to provide for a board of nine members. The revised language of Article III, Section 2 is included in Exhibit 3.1 hereof.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics.
(a) Effective May 30, 2012, the Company’s Board approved the adoption of a new code of ethics for the Company, known as the Belden Code of Business Conduct and Ethics (the “Code”). A copy of the Code is included in Exhibit 14.1 hereof.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 30, 2012, the Company held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:
Proposal 1: Election of Nine Directors for a One-Year Term.
| Shares Voted For | Shares Withheld | |||||
| David Aldrich | 41,474,285 | 1,611,305 | ||||
| Lance C. Balk | 40,772,338 | 2,313,252 | ||||
| Judy L. Brown | 41,495,199 | 1,590,391 | ||||
| Bryan C. Cressey | 40,770,101 | 2,315,489 | ||||
| Glenn Kalnasy | 40,780,012 | 2,305,578 | ||||
| George Minnich | 41,474,136 | 1,611,454 | ||||
| John M. Monter | 41,470,601 | 1,614,989 | ||||
| John S. Stroup | 41,037,269 | 2,048,321 | ||||
| Dean Yoost | 41,462,803 | 1,622,787 |
Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.
| For |
Against |
Abstain |
||||
| 42,951,820 | 901,610 | 501,335 |
Proposal 3: Advisory Vote on Executive Compensation.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 42,024,210 | 434,653 | 626,727 | 1,269,175 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 3.1 | Amendment to Third Amended and Restated Bylaws of Belden Inc. | |||
| 14.1 | Belden Code of Business Conduct and Ethics, as adopted May 30, 2012. | |||
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.
| BELDEN INC. | ||||
| Date: May 31, 2012 | By: | /s/ Kevin L. Bloomfield | ||
| Kevin L. Bloomfield | ||||
| Senior Vice President, Secretary and | ||||
| General Counsel | ||||