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): | December 4, 2012 |
Hubbell Incorporated
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(Exact name of registrant as specified in its charter)
Connecticut | 1-2958 | 06-0397030 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
40 Waterview Drive, Shelton, Connecticut | 06484 | |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: | 475 882 4000 |
Not Applicable
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Former name or former address, if changed since last report
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 Arrangements of Certain Officers.
On December 4, 2012, the Board of Directors (the "Board") of Hubbell Incorporated (the "Company") appointed Mr. David G. Nord to the position of President and Chief Executive Officer and as a director of the Company, effective January 1, 2013. Mr. Nord succeeds Mr. Timothy H. Powers, the Company’s current Chairman and Chief Executive Officer, as the Company’s Chief Executive Officer. Mr. Powers will continue to serve as Chairman of the Board. The Board also appointed Mr. Nord to the Finance Committee and Executive Committee of the Board, effective January 1, 2013.
Mr. Nord, age 54, has served as the Company’s President and Chief Operating Officer since June 6, 2012, and prior to that was the Senior Vice President and Chief Financial Officer since September 2005. Before joining the Company, Mr. Nord spent nearly 10 years at United Technologies holding several senior leadership positions, including Vice President-Finance and Chief Financial Officer at Hamilton Sunstrand Corporation, a United Technologies company. Prior to that, Mr. Nord held roles of increasing responsibility at The Pittston Company, a publicly-held multinational corporation, and Deloitte & Touche. He earned his bachelor’s degree in Accounting from the University of Hartford.
In connection with his appointment, Mr. Nord received the following compensation adjustments:
(i) Effective January 1, 2013, his base salary will be increased from $670,000 to $900,000, and his annual short-term incentive award target percentage will be increased from 85% to 100% of his base salary.
(ii) On December 4, 2012, he was granted 7,166 restricted shares of Class B Common Stock, 47,569 stock appreciation rights ("SARs"), and 8,634 performance shares pursuant to the terms of the 2005 Incentive Award Plan, as amended and restated. The base price of the SAR grant is $83.725 which represents the average of the high and low trading prices of the Company’s Class B Common Stock on the trading date immediately preceding the grant date. A SAR gives the holder the right to receive, once vested, the value in shares of the Company’s Class B Common Stock equal to the positive difference between the base price and the market value of a share of Class B Common Stock upon exercise. Generally, the restricted shares and SARs vest in one-third increments on the first three anniversaries of the grant date. The performance shares give Mr. Nord the ability to earn shares of the Company’s Class B Common Stock based upon the Company’s total shareholder return performance as compared to the S&P Mid-Cap 400 over the three-year period ending on December 31, 2015.
In addition, effective January 1, 2013, the Company amended Mr. Nord’s Change in Control Severance Agreement, dated December 31, 2010 (the "CIC Agreement"). Under the terms of the CIC Agreement, as in effect prior to this amendment, upon a qualifying termination (generally, a termination of employment by the Company without "Cause" or by Mr. Nord for "Good Reason" in connection with a "Change in Control"), Mr. Nord is eligible to receive (i) a lump-sum cash severance payment equal to 2.5 times the sum of his base salary at termination and average short-term incentive ("STI") award received in the preceding three years; (ii) a lump-sum cash payment of any accrued but unpaid base salary, earned but unpaid STI award, a pro rata portion of his STI target for the year of termination, and any accrued vacation pay; (iii) a lump-sum cash payment equal to the incremental value of 2.5 years of additional age and service credit under all non-qualified retirement plans in which he is eligible to participate; (iv) continued participation in medical, dental, vision and life insurance plans for 2.5 years following termination; and (v) outplacement services for up to one year following termination. The cash severance payment multiple is subject to a provision whereby the multiple is reduced in monthly increments over the two-year period following Mr. Nord’s 63rd birthday, until it reaches one times his base salary and average STI award. Payments under the CIC Agreement are offset by severance or similar payments and/or benefits he may receive under any other Company plan, program, agreement, policy, practice or arrangement.
Pursuant to the terms of the amended CIC Agreement, the severance multiple described in (i) above increased from 2.5 times to 2.75, and the years of age and service credit and benefit continuation described in (iii) and (iv) above increased from 2.5 to 2.75 years, to mirror the terms of the CIC Agreement entered into between the Company and Mr. Nord’s predecessor. All other terms of the CIC Agreement, including the reduction in the severance multiple in monthly installments following Mr. Nord’s 63rd birthday until it reaches one times his base salary and average STI award, remain in effect following this amendment.
The foregoing description is qualified in its entirety by reference to the Amendment to the ClC Agreement, attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2012, the Company’s Board approved certain amendments to the Amended and Restated By-Laws of the Company (the "By-Laws"), effective as of such date.
The amendments to the By-Laws:
• amend Section 2 to Article I to remove the default presumption that the Company’s annual meeting of shareholders would be held on the first Monday in May at 10:00 a.m., and instead provide that the annual meeting may be held on such date and at such time and place as the Board may designate;
• amend Section 3 to Article II to provide that regular meetings of the Board may be held without notice as determined from time to time by the Chairman of the Board or by the Board, rather than the previous provision that specified the days of regular meetings of the Board;
• amend Section 1 to Article II to increase the maximum number of directors on the Board from twelve to thirteen; and
• make certain other technical and administrative amendments.
The foregoing description of the changes made in the By-Laws set forth in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the By-Laws, a copy of which was filed with the Securities and Exchange Commission as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 4, 2008, and is incorporated herein by reference, and the By-Laws, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 4, 2012, the Company issued a press release to announce the appointment of Mr. Nord as the Company’s President and Chief Executive Officer, and as a director of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Exhibit 99.1 is furnished under this Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated By-Laws of Hubbell Incorporated, as amended on December 4, 2012
10.1 Amendment, dated as of January 1, 2013, to Change in Control Severance Agreement between Hubbell Incorporated and David G. Nord
99.1 Press Release, dated as of December 4, 2012, announcing the appointment of David G. Nord to the position of President and Chief Executive Officer
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.
Hubbell Incorporated | ||||
December 6, 2012 | By: |
/s/ Megan C. Preneta
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Name: Megan C. Preneta | ||||
Title: Corporate Secretary and Assistant General Counsel |
Exhibit Index
Exhibit No.
Description
Amended and Restated By-Laws of Hubbell Incorporated, as amended on December 4, 2012
Amendment, dated as of January 1, 2013, to Change in Control Severance Agreement between Hubbell Incorporated and David G. Nord
Press Release, dated as of December 4, 2012, announcing the appointment of David G. Nord to the position of President and Chief Executive Officer
HUBBELL INCORPORATED
AMENDED AND RESTATED BY-LAWS
AS ADOPTED BY THE BOARD OF DIRECTORS
JUNE 6, 2007
As amended on December 4, 2012
AMENDED AND RESTATED BY-LAWS
Section 1.
Place
. All meetings of the shareholders shall be held at the principal
office of the Corporation in the State of Connecticut, or at such other place or places within or
without the State of Connecticut as may be designated from time to time by the Chairman of the
Board, or, in the absence of such designation, as may be determined by resolution of the Board of
Directors.
Section 2.
Annual Meeting
. The annual meeting of shareholders shall be held on such
date and at such time and place as the Board of Directors may designate. The date, time and place
of the annual meeting shall be stated in the notice of meeting delivered to shareholders. At the
annual meeting the shareholders shall elect directors and transact such other business as may
properly be brought before such meeting.
Section 3.
Special Meetings
. Special meetings of the shareholders may be called by
the Chairman of the Board or the Board of Directors. Upon the written request of the holders of not
less than one-tenth of the voting power of all shares entitled to vote at the meeting, the Chairman
of the Board shall call a special shareholders meeting for the purposes specified in such request
and cause notice thereof to be given pursuant to the provisions of these By-Laws. If the Chairman
of the Board shall not, within fifteen (15) days after receipt of such shareholders request, so
call such meeting, such shareholders may call the same. The general purpose or purposes for which
a special meeting is called shall be stated in the notice thereof, and no other business shall be
transacted at the meeting. Any such special meeting of the shareholders shall be held at the
principal office of the Corporation in the State of Connecticut or at such other place or places
within or without the State of Connecticut as may be designated from time to time by the Chairman
of the Board, or, in the absence of such designation, as may be determined by resolution of the
Board of Directors. Shareholders submitting a request for a special meeting of shareholders shall
comply with the shareholders disclosure requirements set forth in Article I, Sections
(10)(A)(2)(b) and 10(A)(2)(c) of these By-Laws at the time of submission of such request, to the
same extent as if the request were a shareholder proposal to conduct other business at an annual
meeting of shareholders.
Section 4.
Notice
. Written notice of all meetings of the shareholders shall be given
by or at the direction of the Chairman of the Board or Secretary to each shareholder of record
entitled to vote at such meeting, by leaving such notice with him or at his residence or usual
place of business, by mailing a copy thereof addressed to him at his last known post office address
as last shown on the stock records of the Corporation, postage prepaid, or by electronic
transmission thereof addressed to him at the last address provided to the Corporation for
electronic transmissions by or on behalf of the shareholder as last shown on the records of the
Corporation not less than ten (10) days nor more than sixty (60) days before the date of the
meeting; each such notice shall state the place, day and hour of the meeting and, if the notice is
for a special meeting, the purpose or purposes for which the meeting is called.
Section 5.
Quorum
. The holders of a majority of the votes provided by the
Certificate of Incorporation for the issued and outstanding shares shall constitute a quorum at all
meetings of shareholders for all purposes, except as otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, but no action required by law, the Certificate of
Incorporation or these By-Laws to be authorized or taken by the holders of a designated proportion
of the voting power of shares or of the shares of any particular class or of each class, may be
authorized or taken by a lesser proportion. The Chairman of the Board or the holders of a majority
of the voting power of the shares entitled to vote represented at any such meeting may adjourn the
meeting from time to time, without notice other than announcement at the meeting, and any business
may be transacted at such adjourned meeting which might have been transacted at the meeting as
originally notified. The shareholders present at a duly held meeting at which a quorum is present
may continue to do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 6.
Voting
. Each outstanding share shall be entitled to the number of votes
on each matter submitted to a vote at a meeting of shareholders as provided by the Certificate of
Incorporation. Shares otherwise entitled to vote but disqualified from voting for any reason of
law, shall not be considered as outstanding for the purpose of quorum or of computing the voting
power of the Corporation or shares of any class. Every person entitled to vote or execute
consents, waivers or releases in respect of shares may do so either in person or by one or more
agents appointed as provided in Section 6 of Article VII. Each shareholder shall have the number
of votes provided by the Certificate of Incorporation for each share of stock registered in his
name at the time at which the record date shall be fixed as hereinafter in Section 7 of this
Article I provided. Except as otherwise provided by law, by the Certificate of Incorporation or
by-law, the Corporation may treat the person in whose name shares of stock or other securities
stand of record on its books as the absolute owner of such shares or other securities as if such
person had full competency, capacity and authority to exercise all rights of ownership,
irrespective of: (a) any knowledge or notice to the contrary, or (b) any description indicating a
representative, pledge or other fiduciary relation or any reference to any other instrument or to
the rights of any other person appearing upon its records or upon the share, certificate or other
security. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws,
if a quorum exists, action on a matter by the shareholders, other than the election of directors,
is approved if the votes cast which favor the action exceed the votes cast which oppose the action.
Except as otherwise provided by the Certificate of Incorporation, if a quorum exists at a meeting
of shareholders, directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election.
Section 7.
Fixing Record Date
. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or for
the purpose of determining shareholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or for the purpose of any other shareholder action,
the Board of Directors by resolution may fix a date, not more than seventy (70) days nor less than
ten (10) full days immediately preceding the date of the meeting, nor more than seventy (70) days
prior to any other action, as the record date for any such determination of shareholders, such date
in any case not to be earlier than the date such action is taken by the Board of Directors. In
the absence of such direction by the Board of Directors, such day shall, in the case of each
shareholder meeting, whether the annual meeting or a special meeting, be the day twenty-five (25)
days immediately preceding the date of such meeting. If such day be a holiday, the next preceding
business day shall be fixed as such record date. The books of the Corporation shall not be closed
for transfers. When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date, which it shall do if
the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for
the original meeting.
Section 8.
List of Shareholders
. The Secretary shall make or cause to be made before
each meeting of shareholders a complete list or other equivalent record of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, by voting group, with the address
of and the number and class of shares held by each. Such list or other equivalent record shall be
available for inspection by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing through the meeting, at the
Corporations principal office or at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent or attorney is entitled on written demand to
inspect and, subject to statutory requirements, to copy the list, during regular business hours and
at his expense, for any proper purpose in the interest of the shareholder as such or of the
Corporation and not for speculative or trading purposes or for any purpose inimical to the interest
of the Corporation or its shareholders. Such list or other equivalent record shall also be
produced and kept open at the time and place of the meeting and shall be subject for any such
proper purpose to such inspection during the whole time of the meeting.
Section 9.
Inspection of Books
. Shareholders shall have no right except as conferred
by statute or by these By-Laws to inspect any books, papers, records or accounts of the
Corporation.
Section 10. (A)
Annual Meetings of Shareholders
. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of business to be considered
by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the
Corporations notice of meeting delivered pursuant to Article 1, Section 4 of these By-Laws, or (b)
by any shareholder of the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this By-Law and
who was a shareholder of record at the time such notice is delivered to the Secretary of the
Corporation.
(2) For nominations or other business to be properly brought before an annual meeting by a
shareholder pursuant to clause (b) of paragraph (A)(1) of this By Law, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation, and, in the case of
business other than nominations, such other business must be a proper matter for shareholder
action. To be timely, a shareholders notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than seventy days nor more than ninety days prior to
the first anniversary of the preceding years annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than twenty days, or delayed by more than
seventy days, from such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the ninetieth day prior to such annual meeting and not later than the
close of business on the later of the seventieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is first made by the
Corporation. Such shareholders notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Section 14 of the Securities Exchange Act of 1934,
as amended (the Exchange Act) and the rules and regulations promulgated thereunder; (b) as to any
other business that the shareholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; (c) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name
and address of such shareholder, as they appear on the Corporations books, and of such beneficial
owner, (ii) a description of all agreements, arrangement and understandings between such
shareholder and beneficial owner, if any, and any other person or persons (including their names)
in connection with the proposal of such business by such shareholder, (iii) the class and number of
shares of the Corporation which are, directly or indirectly, owned beneficially and of record by
such shareholder and such beneficial owner, (iv) any option, warrant, convertible security, stock
appreciation right or similar right with an exercise or conversion privilege or a settlement
payment or mechanism at a price related to any class of shares of the Corporation or with a value
derived in whole or in part from the value of any class of shares of the Corporation, whether or
not such instrument or right shall be subject to settlement in the underlying class of capital
stock of the Corporation or otherwise (a Derivative Instrument) directly or indirectly owned
beneficially by such shareholder, and any other direct or indirect opportunity to profit or share
in any profit derived from any increase or decrease in the value of shares of the Corporation, (v)
any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder
has a right to vote any shares of any security of the Corporation, (vi) any short interest in a
security of the Corporation (for purposes of this By-Law a person shall be deemed to have a short
interest in a security if such person directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the opportunity to profit or share in any profit
derived from any decrease in the value or the subject security), (vii) any rights to dividends on
the shares of the Corporation owned beneficially by such shareholder that are separated or
separable from the underlying shares of the Corporation, (viii) any proportionate interest in
shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or
limited partnership in which such shareholder is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner, (ix) any performance-related fees (other than
an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the
value of shares of the Corporation or Derivative Instruments, if any, as of the date of such
notice, including without limitation any such interests held by members of such shareholders
immediate family sharing the same household or any affiliates of such shareholder (which
information shall be supplemented by such shareholder and beneficial owner, if any, not later than
ten (10) days after the record date for the meeting to disclose such ownership as of the record
date) and (x) any other information relating to such shareholder and beneficial owner, if any, that
is required to be disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; (d) a representation that such shareholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (e) a description of all
direct and indirect compensation and other material monetary agreements, arrangements and
understandings during the past three (3) years, and any other material relationships, between or
among such shareholder and beneficial owner, if any, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and
his or her respective affiliates and associates, or others acting in concert therewith, on the
other hand, including, without limitation, all information that would be required to be disclosed
pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and
any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert were the registrant for purposes of such rule and the nominee
were a director or executive officer of such registrant, and (f) the consent of each nominee to
serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person, or to bring before the meeting any other business, not
made in compliance with the foregoing procedures. The Corporation may require any proposed nominee
to furnish such other information as may be reasonably required by the Corporation to determine the
eligibility of such proposed nominee to serve as an independent director of the Corporation or that
could be material to a reasonable shareholders understanding of the independence, or lack thereof,
of such nominee.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the
contrary, in the event that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the Corporation at
least eighty (80) days prior to the first anniversary of the preceding years annual meeting, a
shareholders notice required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than the close of
business on the tenth (10) day following the day on which such public announcement is first made by
the Corporation.
(B)
Special Meetings of Shareholders
. Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting pursuant to the
Corporations notice of meeting pursuant to Article I, Sections 3 and 4 of these By-Laws.
Nominations of persons for election to the Board of Directors may be made at a special meeting of
shareholders at which directors are to be elected pursuant to the Corporations notice of meeting
(a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation
who is entitled to vote at the meeting, who complies with the notice procedures set forth in this
By-Law and who is a shareholder of record at the time such notice is delivered to the Secretary of
the Corporation. Nominations by shareholders of persons for election to the Board of Directors may
be made at such a special meeting of shareholders if the shareholders notice as required by
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the ninetieth (90) day prior to such special meeting
and not later than the close of business on the later of the seventieth (70) day prior to such
special meeting or the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. This paragraph (B) is not intended to have any application to a special
meeting of shareholders called by shareholders pursuant to Section 33-696(a)(2) of the Connecticut
Business Corporation Act.
(C)
General
. (1) Only persons who are nominated in accordance with the procedures set
forth in this By-Law shall be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or these By-Laws, the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the meeting was made
in accordance with the procedures set forth in this By-Law and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that such defective nomination shall be
disregarded or that such proposed business shall not be transacted.
(2) For purposes of this By-Law, public announcement shall mean disclosure in a press
release reported by the Dow Jones New Service, Associated Press or comparable national news service
or in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) For purposes of this By-Law, no adjournment nor notice of adjournment of any meeting shall
be deemed to constitute a new notice of such meeting for purposes of this Section 10, and in order
for any notification required to be delivered by a shareholder pursuant to this Section 10 to be
timely, such notification must be delivered within the periods set forth above with respect to the
originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect
any rights of shareholders to request inclusion of proposals in the Corporations proxy statement
pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE II
Directors
Section 1.
Election
. The business and affairs of the Corporation shall be managed by
a Board of Directors consisting of not less than three (3) directorships and not more than thirteen
(13) directorships, as shall be determined by a resolution adopted by the Board of Directors.
Within the foregoing numerical limits the number of directorships constituting the full Board of
Directors may be increased by the concurring vote of the directors holding a majority of the
directorships constituting the full Board of Directors immediately prior to such vote. Each of the
directors shall hold office until the annual meeting of the shareholders held next after his
election and his successor is elected and qualified, or until his earlier death, resignation or
removal.
Section 2.
Vacancies
. Vacancies in the Board of Directors resulting from death,
resignation, removal or other cause (including an increase in the number of directorships
constituting the Board of Directors) may be filled for the unexpired term by action of the sole
remaining director, or by unanimous written consent of all remaining directors without a meeting,
or by a majority vote of the remaining directors, at a special meeting called for that purpose or
at any regular meeting of the Board of Directors, though such remaining directors are less than a
quorum and though such majority is less than a quorum. The shareholders may elect a director at
any time to fill any vacancy which has not been filled by the directors as herein provided, at a
special meeting of the shareholders called for such purpose.
Section 3.
Regular Meetings
. Regular meetings of the Board of Directors may be held
without notice of the time, date, place or purpose of the meeting either within or outside the
State of Connecticut, as shall from time to time be determined by the Chairman of the Board or by
the Board of Directors.
Section 4.
Special Meetings
. Special meetings shall be held wherever and whenever
ordered by the Chairman of the Board or by any two directors. The Secretary shall call a special
meeting when and as requested so to do in writing by the Chairman of the Board or by any two
directors.
Section 5.
Adjourned Meetings
. If two or more directors be present at any meeting,
they may adjourn such meeting to any time prior to the day of the next regular meeting of the Board
of Directors. No notice of the time and place appointed for the holding of any adjourned meeting
need be given.
Section 6.
Telephone Meetings; Action Without Meeting
. Directors may participate in
a meeting of the Board of Directors by means of conference telephone or similar communications
equipment enabling all directors participating in the meeting to hear one another, and
participation in a meeting pursuant to this By-Law shall constitute presence in person at such a
meeting. If all the directors severally or collectively consent in writing to any action taken by
the Corporation prior to such consent, or to be taken by the Corporation subsequent to such
consent, such action shall be a valid corporate action as though it had been authorized at a
meeting of the Board of Directors and shall be effective upon delivery of such consent or consents
to the Corporation, unless the consent specifies a later effective time. The Secretary shall file
such consents with the minutes of the meeting of the Board of Directors.
Section 7.
Quorum
. A majority of the directors qualified and acting shall constitute
a quorum provided that such quorum shall not be less than one-third of the number of directorships
provided by applicable statutes and these By-Laws, nor at any time less than two (2) directorships.
The act of a majority of the directors present at a meeting at which a quorum is present at the
time of the act shall be the act of the Board of Directors, unless the act of a greater number is
required by these By-Laws or by statute.
Section 8.
Notice and Place of Meeting
. No notice shall be required for a regular
meeting of the Board of Directors except as provided in Article VIII of these By-Laws. The
Secretary shall give notice of special meetings of the Board of Directors by mailing, postage
prepaid, a written notice thereof to each director at least five (5) days before the meeting, or by
electronic transmission of the same or by personal delivery of written or oral notice (including
telephone notice) at least two (2) days before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting, except as in these
By-Laws or by law otherwise expressly provided. At any meeting at which every director shall be
present, even though without any notice, any business may be transacted.
Special meetings of the Board of Directors may be held at such place or places, either within
or without the State of Connecticut, as may be designated from time to time by the Chairman of the
Board, or, in the absence of such designation, as may be determined by resolution of the Board of
Directors.
The directors may have an office and keep the books of the Corporation in the principal office
of the Corporation; or they may have an office and keep the books of the Corporation, except the
stock book and the transfer book, in such other place or places, either within or without the State
of Connecticut, as may be designated from time to time pursuant to Article V, Section 1 of these
By-Laws.
Section 9.
Powers
. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.
Section 10.
Compensation of Directors
. The directors shall receive for their
services such fees, if any, as may be fixed from time to time by the Board of Directors. The
directors shall be reimbursed for any reasonable expenses actually incurred in connection with
their duties.
Section 11.
Resignation
. Any director may resign by giving written notice of his
resignation to the Corporation in care of the Chairman of the Board or the Secretary. Any such
resignation shall take effect upon receipt of such notice by the Corporation, or at such later date
as may be specified therein.
ARTICLE III
Committees
Section 1.
Executive Committee
. The Board of Directors shall, by resolution adopted
by an affirmative vote of directors holding a majority of the directorships, appoint from among its
members an Executive Committee consisting of three or more directors, and may designate one or more
directors as alternate members of such Executive Committee, who may replace any absent or
disqualified member at any meeting of the Executive Committee, which Executive Committee shall have
and may exercise, during the intervals between the meetings of the Board of Directors, all of the
powers of the Board of Directors in the management of the business, properties and affairs of the
Corporation, including authority to take all action provided in the By-Laws to be taken by the
Board of Directors; except authority to: (i) authorize distributions; (ii) approve or propose to
shareholders action that by statute is required to be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees; (iv) amend the Certificate of
Incorporation; (v) adopt, amend or repeal By-Laws; (vi) approve a plan of merger not requiring
shareholder approval; (vii) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors; (viii) authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board of Directors may authorize a
committee or a senior executive officer of the Corporation to do so within limits specifically
prescribed by the Board of Directors; (ix) fix compensation of directors for serving on the Board
of Directors or on any committee thereof; or (x) amend or repeal any resolution of the Board of
Directors which by its terms shall not be so amendable or repealable. All acts done and powers
conferred by the Executive Committee shall be deemed to be, and may be certified as being done or
conferred, under authority of the Board of Directors.
Section 2.
Meetings, Quorums and Manner of Acting
. Meetings of the Executive
Committee shall be held whenever called by the Chairman of the Board or the Chairman of the
Executive Committee. Notice of any meeting shall be mailed to each member, addressed to him at his
residence or usual place of business, not later than the second day before the day on which the
meeting is to be held, or shall be delivered personally, or by electronic transmission or by
telephone, not later than the day before the day on which such meeting is to be held. Unless
limited by statute, the Certificate of Incorporation, the By-Laws, or the terms of the notice
thereof, any and all business may be transacted at any meeting of the Executive Committee. A
majority of the members of the Executive Committee in office at the time of any meeting of the
Executive Committee shall be present in person to constitute a quorum for the transaction of
business. The vote of a majority of the members present at the time of such vote, if a quorum is
present at such time, shall be the act of the Executive Committee. Directors may participate in a
meeting of the Executive Committee by means of conference telephone or similar communications
equipment enabling all members participating in the meeting to hear one another, and participation
in a meeting pursuant to this By-Law shall constitute presence in person at such a meeting. A
majority of the members present, whether or not a quorum is present, may adjourn any meeting to
another time and place; and no notice of an adjourned meeting need be given.
Section 3.
Records
. The Executive Committee shall keep minutes of its proceedings
and shall submit the same from time to time to the Board of Directors. The Secretary of the
Corporation shall act as secretary to the Executive Committee.
Section 4.
Vacancies
. Any newly-created memberships and vacancies occurring in the
Executive Committee shall be filled by resolution adopted by a majority of the entire Board of
Directors.
Section 5.
Other Committees
. The Board of Directors may, by resolution adopted by an
affirmative vote of directors holding a majority of the directorships, designate one or more other
committees, each such committee to consist of three or more directors of the Corporation, and may
designate one or more directors as alternate members of such committee, who may replace any absent
or disqualified member at any meeting of such committee. Each such other committee shall have such
name, and such power and authority as may be determined from time to time by resolutions adopted by
an affirmative vote of directors holding a majority of the directorships. The requirement with
respect to the manner in which each such other committee shall hold meetings and take actions shall
be set forth in the resolutions of the Board of Directors designating such other committee.
ARTICLE IV
Officers
Section 1.
Titles; Number
. The officers of the Corporation shall be a Chairman of
the Board, a President, such number of Vice Presidents, any of whom may be designated as Executive
Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time to time
determine, a Secretary, a Treasurer, a Controller, Assistant Secretaries, Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of Section 3 of this
Article IV. One person may hold the offices and perform the duties of any two or more of such
offices.
Section 2.
Election, Term of Office and Qualifications
. The officers of the
Corporation shall be chosen annually by the Board of Directors, at the first regular meeting of the
Board of Directors held following the annual meeting of shareholders. Each officer, except as to
those provided for in Section 3 of this Article IV, shall hold his office for the term of one year
and until his successor shall have been duly chosen and qualified, or until his earlier death,
resignation or removal. The Chairman of the Board shall be elected from among the directors; and
the term of his office shall cease, if not otherwise terminated, when he shall cease to be a
director.
Section 3.
Other Officers
. The Board of Directors may appoint such other officers
and agents as it shall deem necessary, who shall have such authority and shall perform such duties
as from time to time shall be prescribed by the Board of Directors.
Section 4.
Compensation of Officers
. The compensation of the officers of the
Corporation shall be determined by the Board of Directors, which shall have the power to authorize
contracts for such compensation. However, the appointment of any officers pursuant to these
By-Laws for a given term, or a general provision in these By-Laws or the Certificate of
Incorporation of this Corporation with respect to the term of office of any such officer, shall not
of itself create any contract rights.
Section 5.
Removal of Officers
. Any officer may be removed at any time, for or
without cause, by resolution of the Board of Directors at any meeting or by unanimous written
consent of the Board of Directors.
Section 6.
Resignation of Officers
. Any officer may resign at any time by giving
written notice of his resignation to the Corporation, in care of the Chairman of the Board or the
Secretary. Any such resignation shall take effect upon receipt of such notice by the Corporation,
or at such later date as may be specified therein.
Section 7.
Vacancies
. A vacancy in any office because of death, resignation, removal
or other cause may be filled for the unexpired portion of the term by the Board of Directors.
Section 8.
Chairman of the Board
. The Chairman of the Board, subject to the control
of the Board of Directors, shall have general and direct charge, control and supervision and active
management of all of the business and affairs of the Corporation (other than those specific
operations related duties delegated by these By-Laws to the President), and shall see that all
orders and resolutions of the Board of Directors are carried into effect, subject, however, to the
right of the Board of Directors to delegate any specific powers to any other officer or officers of
the Corporation. The Chairman of the Board shall, when present, act as Chairman at all meetings of
the shareholders of the Corporation, and shall, when present, preside at all meetings of the Board
of Directors. The Chairman of the Board shall have general authority to execute full and complete
powers of attorney, bonds, deeds, mortgages, contracts, agreements, proxies and other instruments
and documents in the name and on behalf of the Corporation. He shall have the general powers and
duties of supervision and management incident to the office of the Chairman of the Board of the
Corporation, and such other duties as from time to time may be assigned to him by the Board of
Directors. In the absence or disability of the President, the Chairman of the Board shall perform
all duties and exercise all powers of the President.
Section 9.
President
. The President shall be the chief executive officer of the
Corporation, and, subject to the control of the Board of Directors, shall have general and direct
charge, control and supervision and active management solely of the operations of the Corporation,
subject, however, to the right of the Board of Directors to delegate any specific powers to any
other officer or officers of the Corporation. The President shall have general authority to
execute full and complete powers of attorney, bonds, deeds, mortgages, contracts, agreements,
proxies and other instruments and documents in the name and on behalf of the Corporation, and shall
have such other duties as from time to time may be assigned to him by the Board of Directors or the
Executive Committee.
Section 10.
Vice Presidents
. The Executive Vice Presidents and the Senior Vice
Presidents, if elected, and the other Vice Presidents shall perform such duties as shall from time
to time be imposed upon them by the Board of Directors, the Chairman of the Board or the President.
Section 11.
The Secretary
. The Secretary shall, except as otherwise provided by
resolution of the Board of Directors:
(a) keep the minutes of the meetings of the shareholders and the Board of Directors in books
provided for such purposes;
(b) see that all notices are duly given in accordance with the provisions of these By-Laws and
as required by law;
(c) be custodian of the records and of the seal of the Corporation and see that it is affixed
to all documents, the execution of which, on behalf of the Corporation under its seal, is duly
authorized in accordance with the provisions of these By-Laws;
(d) have charge of the stock certificate books of the Corporation and keep or cause to be kept
by the Transfer Agent and Registrar of the Corporation, or by any other agent, the stock ledger and
transfer books and such lists and records of shareholders as are required by Article I, Section 8
and Article V, Section 1 of these By-Laws; shall exhibit the same at all reasonable times to any
director, upon application; and shall produce the same at any meeting of shareholders, upon the
request of any shareholder, to the extent set forth in said other sections of these By-Laws;
(e) see that the books, records, statements, certificates and all other documents and records
required by law are properly kept and filed; and
(f) in general, perform all duties incident to the office of the Secretary, and such other
duties as from time to time may be assigned to him by the Board of Directors.
Section 12.
Assistant Secretary
. Any Assistant Secretary shall, at the request of
the Secretary, or in his absence or disability, perform any or all the duties of the Secretary and,
when so acting, he shall have all the powers of, and be subject to all the restrictions upon, the
Secretary. He shall perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 13.
The Treasurer
. The Treasurer shall, except as otherwise provided by
resolution of the Board of Directors:
(a) have charge and custody of, and be responsible for, all funds and securities of the
Corporation, and deposit all such funds and securities in the name of the Corporation in such
banks, trust companies or other depositories as the Board of Directors, or any officer or officers
duly authorized by the Board of Directors, shall, from time to time, direct or approve;
(b) receive, and give receipt for, money paid to the Corporation from any source whatsoever;
(c) exhibit at all reasonable times his records to any of the directors of the Corporation
upon application during business hours at the office of the Corporation where such books and
records are kept; and
(d) perform all the duties and all necessary acts in connection with the administration of the
financial affairs of the Corporation, and in general perform all the duties appertaining to the
office of Treasurer, and such other duties as from time to time may be assigned to him by the Board
of Directors.
Section 14.
Assistant Treasurer
. Any Assistant Treasurer shall, at the request of
the Treasurer, or in his absence or disability, perform any or all the duties of the Treasurer and,
when so acting, he shall have all the powers of, and be subject to all the restrictions upon, the
Treasurer. He shall perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 15.
The Controller
. The Controller shall, except as otherwise provided by
resolution of the Board of Directors:
(a) have active control of, and shall be responsible for, all matters pertaining to the
accounts of the Corporation;
(b) supervise the auditing and keeping of all payrolls and vouchers of the Corporation;
(c) keep full and accurate account of all monies received and paid on account of the
Corporation;
(d) receive, audit and consolidate all operating and financial statements of the Corporation,
and supervise the books of account of the Corporation, and auditing practices of the Corporation;
(e) prepare a statement of the condition of the finances of the Corporation for submission at
all regular meetings of the Board of Directors, and a full financial report for submission at the
annual meeting of the shareholders; and
(f) in general, perform all the duties appertaining to the office of Controller, and such
other duties as from time to time may be assigned to him by the Board of Directors.
Section 16.
Delegation of Duties
. In case of the absence of any officer of the
Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of
Directors may delegate the powers or duties of such officer to any other officer, or to any
director, for the time being, by a resolution adopted by an affirmative vote of directors holding a
majority of the directorships.
ARTICLE V
Administrative Provisions
Section 1.
Books
. The following books and records of the Corporation shall be kept
at the principal office of the Corporation or, to the extent permitted by law, at such other place
or places as the Board of Directors may from time to time determine: correct and complete books and
records of account; statements of the financial condition of the Corporation; minutes of the
proceedings of its incorporators, shareholders, directors and committees of directors; and a record
of its shareholders, giving the names and addresses of all shareholders and the number and class of
shares held by each.
Subject to the provisions of the applicable statutes, the Board of Directors shall determine,
from time to time, whether, and if allowed, when, and under what conditions and regulations the
books, records and accounts of the Corporation or any of them shall be open to the inspection of
the shareholders, and the shareholders rights in this respect are, and shall be, restricted and
limited accordingly. No right of inspection accorded a shareholder acting in person or by his
agent or attorney shall be exercised except at the reasonable time and for a specified, reasonable
and proper purpose and in good faith in the interest of such shareholder as such or of the
Corporation, and not for speculative or trading purposes or any purpose inimical to the interest of
the Corporation or its shareholders.
Section 2.
Checks and Notes
. All checks, drafts, and other orders for the payment of
money, and all promissory notes of the Corporation, shall be signed by such officer or officers of
the Corporation or such other person or persons as from time to time may be designated by
resolution of the Board of Directors, or as may be designated by any officer or officers duly
authorized by the Board of Directors to make such designation.
Section 3.
Dividends and Surplus; Acquisition of Stock
. Except as otherwise provided
in the Certificate of Incorporation and applicable statutes, dividends and distributions upon the
shares of the Corporation in shares of the Corporations stock or in cash or property, may be
declared and paid pursuant to resolution of the Board of Directors, whenever, and in such amounts,
as in the discretion of the Board of Directors, the condition of the affairs of the Corporation
shall render advisable. The Board of Directors, in its discretion, subject to the Certificate of
Incorporation and applicable statutes, may purchase, take, receive or otherwise acquire, hold, own,
pledge, transfer or otherwise dispose of any of the shares of the capital stock of the Corporation.
The Board of Directors may from time to time set aside from the unreserved and unrestricted
earnings of the Corporation such sum or sums as it, in its absolute discretion, may deem proper, as
a reserve fund to meet contingencies or for dividends or for any other purpose it may deem to be
conducive to the best interest of the Corporation.
ARTICLE VI
Shares and Their Transfer
Section 1.
Certificates of Stock
. Certificates for shares of the stock of the
Corporation shall be in such form as may be approved by the Board of Directors, shall be numbered
in the order of their issue, may be under seal of the Corporation, and shall be signed by the
Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, except that such signature may be facsimile
if such certificate is signed by a transfer agent, transfer clerk acting on behalf of the
Corporation, or registrar. If any officer who has signed or whose facsimile signature has been
used on such certificate ceases to serve the Corporation as an officer in the capacity as to which
his signature was to be used before such certificate is delivered by the Corporation, the
certificate may, nevertheless, be adopted by the Corporation and be issued and delivered as though
such officer had not ceased to hold such office. Each such certificate shall set forth upon the
face thereof as at the time of issue: (a) the name of the Corporation; (b) a statement that the
Corporation is organized under the laws of the State of Connecticut; (c) the name of the person to
whom issued; (d) the number, class and designation of series, if any, of shares which such
certificate represents; and (e) the par value of each share represented by each such certificate or
a statement that the shares are without par value. Each such certificate shall set forth upon the
face or back of the certificate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge, a full or summary statement of the designations,
terms, limitations and relative rights and preferences of the shares of each class of stock
authorized to be issued, and if this Corporation is authorized to issue any class in series, the
variations in the relative rights and preferences between the shares of each such series so far as
the same have been fixed and determined, and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series. Every certificate exchanged or
returned to the Corporation shall be marked Cancelled with the date of cancellation, and shall be
filed by the transfer agent or by the Secretary or such other agency as the Secretary may direct.
Section 2.
Transfer of Stock
. Transfers of shares of stock shall be made on the
books of the Corporation only by the holder thereof, in person or by his duly-authorized attorney,
upon surrender of the certificate properly endorsed. Transfers of uncertificated shares of stock
shall be made on the books of the Corporation in accordance with applicable law. Transfer as
collateral security shall be designated as such. A person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof.
Section 3.
Lost, Destroyed or Stolen Securities
. Where the owner of a security
issued by this Corporation claims that the security has been lost, destroyed or wrongfully taken,
the Corporation shall issue a new security in place of the original security if the owner: (a) so
requests and provides an affidavit to such effect before the Corporation, its transfer agent or
registrar has notice that the security has been acquired by a bona fide purchaser; (b) files with
the Corporation, its transfer agent or registrar as the case may be, a sufficient indemnity bond;
and (c) satisfies any other reasonable requirements imposed by a proper officer of the Corporation
or by its transfer agent or registrar as the case may be. In the event that the Corporation, its
transfer agent or registrar has registered a transfer of a security before receiving notification
from the owner that such security has been lost, apparently destroyed or wrongfully taken, the
Corporation, its transfer agent or registrar shall not issue a new security in place of such lost,
destroyed or wrongfully taken security.
Section 4.
Uncertificated Securities
. The Corporation may issue shares of its stock
in uncertificated or book-entry form. In such event, the Corporations transfer agent shall keep
appropriate records indicating (a) the name of the person to whom such uncertificated stock was
issued; (b) the number, class and designation of series, if any, of shares held by such person, and
(c) other information deemed relevant by the Corporation.
ARTICLE VII
Miscellaneous Provisions
Section 1.
Fiscal Year
. The fiscal year of the Corporation shall be the calendar
year.
Section 2.
Offices
. The principal office of the Corporation shall be located in the
City of Shelton, Connecticut or such other location as the Board of Directors may determine.
Section 3.
Agents and Representatives
. Except as otherwise provided in Sections 8,
9, and 10 of Article IV, the Chairman of the Board, the President, the Executive Vice Presidents,
the Senior Vice Presidents, or any Vice President, together with the Secretary or Treasurer, are
authorized and empowered in the name of, and as the act and deed of, the Corporation, to name and
appoint general and special agents, including, without limiting the generality of the foregoing, a
registered agent for service of process in Connecticut or any other jurisdiction, representatives,
and attorneys to represent the Corporation in the United States or in any foreign country, and to
prescribe, limit, and define the powers and duties of such agents, representatives and attorneys,
and to grant, substitute, revoke, or cancel, in whole or in part, any power of attorney or other
authority conferred on any such agent, representative, or attorney. All powers of attorney or
other instruments which may be executed pursuant to this provision shall be signed by the Chairman
of the Board, the President, the Executive Vice Presidents, the Senior Vice Presidents, or a Vice
President and by the Secretary or the Treasurer and the seal of the Corporation shall be affixed
thereto. No further authorization by the Board of Directors shall be necessary in connection with
the foregoing, it being intended that this By-Law shall constitute full and complete authority by
which the officers above-mentioned may act for the purposes aforesaid.
Section 4.
Notices
. Whenever under the provision of law, the Certificate of
Incorporation or these By-Laws notice is required to be given to any officer, director or
shareholder, such notice shall be given as required or permitted by applicable law, the Certificate
of Incorporation or such By-Laws. In the absence of any such provisions of applicable law, the
Certificate of Incorporation or By-Laws, such notice may be given by leaving the notice with the
officer, director or shareholder in person, or at his residence, or usual place of business, or by
mailing a copy thereof, postage prepaid, addressed to him at his last known post office address as
last shown on the books of the Corporation or by electronic transmission. If no address appears on
the books of the Corporation for such officer, director or shareholder, said notice shall be thus
mailed to him at the general post office in the Town of Orange, Connecticut. Any such notice shall
be deemed to be duly given at the time when the same shall be thus mailed. For purposes of these
By-Laws, electronic transmission means any process of communication not directly involving the
physical transfer of paper that is suitable for the retention, retrieval and reproduction of
information by the recipient.
Section 5.
Waiver of Notice
. Whenever any notice of time, place, purpose or any
other matter, including any special notice or form of notice, is required or permitted to be given
any person by law or under the provisions of the Certificate of Incorporation or the By-Laws of
this Corporation, waiver of notice signed by the person or persons entitled to such notice, whether
before or after the time stated therein shall be equivalent to the giving of such notice. The
Secretary of the Corporation shall cause any such waiver to be filed with or entered upon the
records of the Corporation or, in the case of waiver of notice of a meeting, the records of the
meeting. A shareholders attendance at a meeting: (1) waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and (2) waives objection to
consideration of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering the matter when it
is presented. A directors attendance at or participation in a meeting waives any required notice
to him of the meeting unless the director at the beginning of the meeting, or promptly upon his
arrival, objects to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
Section 6.
Proxy
. Each person entitled to vote or execute consents, waivers or
releases in respect of shares may do so either in person or by one or more agents appointed by a
proxy authorized by him. Such proxy is not valid after eleven months unless it specifies a longer
time for which it is to continue in force or limits its use to a particular meeting not yet held.
Such agent of a person may be so appointed by the person signing an appointment form, by electronic
transmission, including internet and telephone, by facsimile transmission or by similar method, all
as may be more specifically provided by the Secretary or the Treasurer of the Corporation. A proxy
shall be revocable at will except as provided by statute in the case of irrevocable proxies, but
revocation shall not affect any vote or other action theretofore taken. The Corporation may treat
any proxy as not revoked and in full force and effect until the Corporation receives an authorized
instrument revoking it, or authorized proxy bearing a later date, or in the case of death or
incapacity of the person executing the same, written notice to such effect. An authorized proxy
shall be irrevocable if it specifies that it is irrevocable and if, and only so long as, it is
coupled with an interest sufficient in law as provided by applicable statutes to support an
irrevocable power coupled therewith.
Section 7.
Seal
. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words Corporate Seal, Connecticut.
ARTICLE VIII
Amendments
By-Laws of the Corporation shall be subject to amendment or repeal, and new By-Laws may be
adopted by the shareholders and to the extent hereinafter permitted, by the Board of Directors.
Any notice of a meeting of shareholders or the Board of Directors at which By-Laws are to be
amended, repealed or adopted, shall include notice of such proposed action. If such action has to
be taken by the Board of Directors, said notice shall be delivered or mailed to the directors at
least five (5) days before the meeting, provided, however, that if all the directors are present at
such meeting, or waive such notice either before or after such meeting, such circumstances or
action shall be equivalent to giving of such notice. Amendment, repeal or adoption of By-Laws by
shareholders shall require the affirmative vote of the holders of a majority of the voting power of
shares entitled to vote thereon, or such greater proportion thereof, or such class vote as the
By-Laws shall provide. Amendment, repeal or adoption of By-Laws by the Board of Directors shall
require the affirmative vote of directors holding a majority of the directorships. No By-Law
provision prescribing the vote required to amend the By-Laws or any thereof shall be amended by a
lesser vote. By-Laws amended or adopted by the shareholders shall be subject to amendment or
repeal by the Board of Directors, except such By-Laws as the shareholders shall declare to be not
subject to amendment or repeal by the Board of Directors.
of
HUBBELL INCORPORATED
ARTICLE I
Meetings of Shareholders
AMENDMENT TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Amendment (Amendment) is dated as of January 1, 2013 by and between HUBBELL INCORPORATED, a Connecticut corporation (the Company), and David G. Nord (the Executive).
WHEREAS, the Company and the Executive entered into a Change in Control Severance Agreement dated as of December 31, 2010 (the Agreement); and
WHEREAS, the Companys Board of Directors desires to assure, and has determined that it is appropriate and in the best interests of the Company and its shareholders to reinforce and encourage the continued attention and dedication of key executives of the Company to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control of the Company; and
WHEREAS, the Companys Board of Directors has authorized the Company to amend the Agreement with the Executive; and
WHEREAS, the Executive is a key executive of the Company and has been designated by the Board as an executive to be offered such amended Agreement with the Company.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:
1. Section 1(b) of the Agreement is hereby amended as follows:
(b) Benefit Continuation Period shall mean the 33 month period immediately following the date of the Qualifying Event.
2. Section 1(cc) of the Agreement is hereby amended as follows:
(cc) Severance Multiple shall mean 2.75; provided , however , that notwithstanding the foregoing, for each full month that elapses during the period beginning on the date the Executive attains age 63 and ending on the date the Executive attains age 65, the Severance Multiple shall be reduced by an amount equal to the product of (i) 1/24 and (ii) the excess of (A) the original Severance Multiple set forth above over (B) 1.0 (rounded to the nearest hundredth).
3. Except as modified by the foregoing, the terms and conditions of the Agreement shall remain in full force and effect following adoption of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
HUBBELL INCORPORATED
By: /s/ Stephen M. Mais
Vice President, Human Resources
EXECUTIVE
/s/ David G. Nord
DAVID G. NORD NAMED HUBBELL INCORPORATED
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SHELTON, CT. (December 4 , 2012 ) Hubbell Incorporated today announced the appointment of David G. Nord to the position of President and Chief Executive Officer. Additionally, Mr. Nord has been appointed to Hubbells Board of Directors. Dave will move into his new roles effective January 1, 2013. Current CEO Timothy Powers will continue to serve as Chairman of the Board.
Daves leadership and broad experience uniquely qualify him to lead the Company, said Mr. Powers. He has a proven track record of delivering superior financial results and I am confident that he will continue to do so in the future.
Mr. Nord was named President and Chief Operating Officer of Hubbell Incorporated in June of 2012, after serving as Senior Vice President and Chief Financial Officer since 2005. During his seven year tenure as CFO, Hubbell has enjoyed strong operational performance and a corresponding increase in shareholder value. Prior to this he spent nearly 10 years at United Technologies in a number of senior leadership positions, including Vice President Finance and Chief Financial Officer at Hamilton Sundstrand.
I am honored to lead an organization with such a rich heritage as Hubbell, said Mr. Nord. The companys success over the last several years in particular is in large part a result of Tims leadership and I will work to build on this legacy. I look forward to working with the Companys talented and dedicated employees to continue to provide value to our customers and shareholders.
Hubbell Incorporated is an international manufacturer of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. With 2011 revenues of $2.9 billion, Hubbell Incorporated operates manufacturing facilities in the United States, Canada, Switzerland, Puerto Rico, Mexico, the Peoples Republic of China, Italy, the United Kingdom, Brazil and Australia. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains sales offices in Singapore, the Peoples Republic of China, Mexico, South Korea, and the Middle East. The corporate headquarters is located in Shelton, CT.
Contact:
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James M. Farrell
Hubbell Incorporated
40 Waterview Drive
P.O. Box 1000
Shelton, Connecticut 06484
(475) 882-4000
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