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): November 3, 2011
Tower Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-50990 | | 13-3894120 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
120 Broadway, 31st Floor
New York, NY 10271
(Address of principal executive offices)
(212) 655-2000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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.
On November 3, 2011, the Board of Directors of Tower Group, Inc. (the “Company”) adopted Amended and Restated By-Laws (the “Amended By-Laws”), effective as of such date, for the purpose of amending Section 2.6 to implement a majority voting standard for the election of directors in uncontested elections at the Company’s annual meeting of stockholders. The Amended By-Laws retain the Company’s current plurality voting standard for the election of directors in contested elections.
The foregoing summary of the material changes in the Amended By-Laws is qualified in its entirely by reference to the full text of the Amended By-Laws, a copy of which is filed herewith and incorporated herein as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this report.
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| Number | | Description |
| 3.1 | | Amended and Restated By-Laws of Tower Group, Inc., dated November 3, 2011 |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Tower Group, Inc. Registrant
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| Date: November 9, 2011 | /s/ Elliot S. Orol | |
| | ELLIOT S. OROL | |
| | Senior Vice President,
General Counsel and Secretary | |
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