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 15, 2015
| PALL CORPORATION |
| (Exact name of registrant as specified in its charter) |
| New York | 001- 04311 | 11-1541330 |
| (State or other jurisdiction | (Commission file number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
| | |
| 25 Harbor Park Drive, Port Washington, NY | 11050 |
| (Address of principal executive offices) | (Zip Code) |
(516) 484-5400
(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:
| ☐ | 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)) |
Section 5 — Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 15, 2015, the Board of Directors (the “Board”) of Pall Corporation (the “Registrant”) amended Section 2.07 (ii) of Article II of the Registrant’s By-laws (the “By-laws) to incorporate certain procedural and information requirements that a shareholder must fulfill when nominating or recommending a candidate for election by the Board that were previously included in the Registrant’s Corporate Governance Guidelines.
The full terms of Section 2.07 (ii) of Article II of the Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit | | Description |
| 3.1 | | Amended Section 2.07 (ii) of Article II to the Company’s By-Laws |
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.
| Pall Corporation
(Registrant) |
| | | |
April 21, 2015 | By: | /s/ Roya Behnia | |
| Name: | Roya Behnia |
| Title: | Senior Vice President, General Counsel and |
| | Corporate Secretary |
INDEX TO EXHIBITS
| Exhibit | | Description |
| 3.1 | | Amended Section 2.07 (ii) of Article II to the Company’s By-Laws |
