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 1, 2013
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 001-31337 | | 22-1760285 |
(State or other jurisdiction | | (Commission | | (IRS Identification |
of incorporation) | | File Number) | | Number) |
150 Clove Road, Little Falls, New Jersey | | 07424 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (973) 890-7220
(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
On November 1, 2013, the Board of Directors of Cantel Medical Corp. (the “Company”) approved certain amendments to the Company’s By-Laws that, among other things, change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. In particular:
· Article I, Section 4 and Article II, Section 2 of the By-Laws were amended to indicate that a nominee for director will be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, the directors will be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected.
· Article I, Section 6(A)(2) of the By-Laws was amended to provide that director nominees proposed by shareholders must deliver a statement whether such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or reelection at the next meeting at which such person would face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors, in accordance with the Company’s Corporate Governance Guidelines.
Item 9.01 Financial Statements, Pro-Forma Financial Information and Exhibits
(d) Exhibits
3.1 Cantel Medical Corp. By-Laws, as amended on November 1, 2013.
3.2 Cantel Medical Corp. By-Laws, as amended on November 1, 2013, marked to show the new amendments.
2
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 thereunto duly authorized.
| CANTEL MEDICAL CORP. |
| |
| |
| By: | /s/ Andrew A. Krakauer |
| | Andrew A. Krakauer |
| | President and CEO |
| |
Dated: November 6, 2013 | |
3
