FilingIndex
8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed May 1, 2013 · 13y ago · Accession 0001104659-13-035768

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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):   April 26, 2013 UNITED STATES LIME & MINERALS, INC. (Exact name of registrant as specified in its charter) TEXAS 000-4197 75-0789226 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 5429 LBJ FREEWAY, SUITE 230, DALLAS, TEXAS 75240 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code:  (972) 991-8400 (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: o             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)) ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. Effective April 26, 2013, the Board of Directors of United States Lime & Minerals, Inc. (the “Company”) approved amendments to, and the restatement of, the Company’s Amended and Restated Bylaws.  Section 2 of Article Three of the Bylaws was amended to decrease the size of the Board from six to five directors.  The Bylaws were also amended to make certain updating and clarifying changes as well as certain conforming changes to reflect the Texas Business Organizations Code.  A copy of the Bylaws, as amended and restated as of April 26, 2013, is included as Exhibit 3.1to this Current Report on Form 8-K, and is hereby incorporated by reference in response to this Item 5.03. ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company’s Annual Meeting of Shareholders was held on April 26, 2013 in Dallas, Texas.  The shareholders voted on two proposals as described in the Company’s Proxy Statement dated March 27, 2013.  The voting results for these proposals were as follows: Proposal 1 The following five directors were elected to serve until the 2014 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified as set forth below: Directors FOR WITHHELD BROKER NON- VOTES Timothy W. Byrne 4,621,622 326,002 609,846 Richard W. Cardin 4,885,339 62,285 609,846 Antoine M. Doumet 4,612,895 334,729 609,846 Billy R. Hughes 4,611,673 335,951 609,846 Edward A. Odishaw 4,894,375 53,249 609,846 Proposal 2 Shareholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers as set forth below: BROKER NON- FOR AGAINST ABSTAIN VOTES 4,454,568 485,767 7,289 609,846 ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS. (d)                   Exhibits. 3.1                                Amended and Restated Bylaws of United States Lime & Minerals, Inc. as of April 26, 2013. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 1, 2013 UNITED STATES LIME & MINERALS, INC. By: /s/ M. Michael Owens M. Michael Owens, Vice President and Chief Financial Officer 2
Filing details
Ticker
USLM
CIK
82020
Form type
8-K
Filing date
May 1, 2013
Report date
Apr 26, 2013
Document
a13-11182_18k.htm
Size
143 KB