Teledyne Technologies Inc.
04/25/2024 | Press release | Distributed by Public on 04/25/2024 13:29
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2024 Annual Meeting of Stockholders of Teledyne Technologies Incorporated ("Teledyne"), the stockholders of Teledyne approved amendments to Teledyne's Restated Certificate of Incorporation (the "Restated Certificate") to (1) provide for the phased-in declassification of the Board of Directors and the annual election of directors and (2) provide for officer exculpation (the "Amendments").
As more fully described in Teledyne's Proxy Statement for the 2024 Annual Meeting, the Amendments:
(1) Amend and restate in its entirety Article TEN of the Restated Certificate to provide that all directors will be elected annually beginning at the 2027 Annual Meeting. The directors to be elected at the 2024 Annual Meeting will be elected to serve a full three-year term. The directors to be elected at the 2025 Annual Meeting will be elected to serve a two-year term. The directors to be elected at the 2026 Annual Meeting will be elected to serve a one-year term. At the 2027 Annual Meeting and at each meeting of stockholders thereafter, all directors will be elected annually. All directors elected to fill vacancies will hold office for a term expiring at the annual meeting at which the term of the class to which they have been elected expires.
(2) Amend the Restated Certificate to add Article FOURTEEN, which provides that no officer of Teledyne shall have personal liability to Teledyne or its stockholders for monetary damages for breach of fiduciary duty as an officer except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law.
A copy of the Certificate of Amendment to the Restated Certificate, which has been filed with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Report and incorporated herein by reference.
As a result of the approval of the amendments to Teledyne's Restated Certificate described above, actions by the Board to amend and restate Teledyne's bylaws also became effective. The substantive amendments provide for the same phased-in declassification of the Board Directors and the annual election of directors as described above in the amended and restated Article TEN of the Restated Certificate.
A copy of the Fifth Amended and Restated Bylaws of Teledyne (the "Restated Bylaws") is attached as Exhibit 3.2 to this Report and incorporated herein by reference. A copy of the Restated Bylaws showing the changes made in blackline is attached as Exhibit 3.3 to this Report.