Delaware
|
001-08634
|
75-1903917
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
G
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
G
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
G
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
G
|
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.
|
·
|
Article
II, Section 4 was revised to clarify that notices required by this section
may be provided by various forms of electronic
communication. Conforming changes were made to various other
provisions referencing methods of giving
notice.
|
·
|
Article
II, Section 8 was revised to clarify that a list of stockholders may be
delivered in electronic form.
|
·
|
Article
II, Section 10 was revised to clarify that a proxy may be delivered by
electronic means.
|
·
|
Article
II, Section 11 was added and provisions regarding inspectors of elections
were placed in this separate
section.
|
·
|
Article
II, Section 12 was revised to update the advance notice bylaw provisions
to clarify that the only way for a stockholder to nominate a director or
submit a proposal of business (other than a proposal submitted pursuant to
and in compliance with Rule 14a-8 under the Securities Exchange Act of
1934) is by complying with the notice requirements in the amended and
restated Bylaws. The advance notice provisions also require a
proponent to provide additional information regarding the proponent’s
economic interests in the Company, including interests in derivative
securities.
|
·
|
Article
VII was revised to clarify eligibility of Company shares for direct
registration systems.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
3.02
|
Amended
and Restated Bylaws of the Company.
|
TEMPLE-INLAND
INC.
|
||
Date:
November 9, 2009
|
By:
|
/s/ J. Bradley
Johnston
|
Name: J.
Bradley Johnston
|
||
Title: Chief
Administrative Officer
|
Exhibit
|
Description
|
Page
|
3.02
|
Amended
and Restated Bylaws of the Company
|
5
|