DE | 361004130 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Items to be Included in this Report
The By-laws were also amended to provide that a majority of the directors may designate from three to seven directors to constitute an Executive Committee of the Board. As contemplated by the Combination Agreement, the By-laws previously provided that the Company would have an Executive Committee until immediately prior to the 2005 Annual Meeting at which time it would be disbanded, and also set forth the composition of the Executive Committee.
In addition, the By-Laws were amended to remove provisions added to the By-laws upon closing of the transactions contemplated by the Combination Agreement regarding the chairmanship of committees of the Board and voting requirements with respect to appointing additional members to certain committees of the Board.
The foregoing description of amendments to the By-laws does not purport to be complete and is qualified in its entirety by the text of the Amended and Restated By-laws themselves, which are filed in this Report as Exhibit 3.2.
R R DONNELLEY & SONS COMPANY | ||||||||
Date: March 28, 2005. | By: | /s/ Suzanne S. Bettman | ||||||
Suzanne S. Bettman | ||||||||
Senior Vice President, General Counsel and Assistant Secretary | ||||||||
Exhibit No. | Description | |
EX-3.(ii). | Amended and Restated By-Laws |