CHART
INDUSTRIES, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
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001-11442
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34-1712937
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(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
One
Infinity Corporate Centre Drive, Suite 300, Garfield Heights,
Ohio
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44125
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
(Former
name or former address, if changed since last
report.)
|
o
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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))
|
·
|
Section
9 of Article III was amended to: (i) clarify that stockholders must
comply with the advance notice provisions of the By-laws in order to
propose any business at annual meetings or nominate any persons for
election to the Board; (ii) change the notice provision so that
timely notice of a stockholder’s proposal is dated from the anniversary of
the last annual meeting, rather than from the date on which proxy
materials were mailed in the preceding year; (iii) reduce from 30 to
25 the number of days before or after the anniversary of the last annual
meeting within which the annual meeting must be held in order not to
trigger a new notice period; (iv) add a requirement that any
stockholder making a proposal or a nomination disclose any short position,
hedging arrangement, derivative instrument, or similar instrument or
arrangement that the stockholder or the stockholder’s nominee has with
respect to the Company’s common stock; (v) require that information
submitted pursuant to this section of the By-laws be provided as of the
date of the proposal and as of the record date for the meeting; and
(vi) revise the information requirements contained in this section of
the By-laws to more clearly specify what information is required in a
stockholder’s notice.
|
·
|
Sections
3 and 7 of Article VII were amended to specify that past and current
directors or officers of the Company are covered by the indemnification
provisions of the By-laws.
|
·
|
Article
XIV was amended so that any amendment of the indemnification provisions of
the By-laws may not adversely affect the rights to indemnification of past
and current directors and officers of the Company with respect to actions
taken prior to such amendment.
|
Exhibit Number
|
Description
|
3.1
|
Amended
and Restated By-laws of Chart Industries,
Inc.
|
Chart
Industries, Inc.
|
||
|
||
Date December
19,
2008
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By:
|
/s/ Matthew
J. Klaben
|
Matthew
J. Klaben
Vice
President, General Counsel & Secretary
|
||
Exhibit Number
|
Description
|
3.1
|
Amended
and Restated By-laws of Chart Industries,
Inc.
|