UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 11, 2008
Burlington Northern Santa Fe Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 1-11535 | | 41-1804964 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | |
2650 Lou Menk Drive, Fort Worth, TX | | 76131 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(800) 795-2673
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(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 (seeGeneral Instruction A.2. below):
| | ¨ | 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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On December 11, 2008, the Board of Directors of Burlington Northern Santa Fe Corporation (the “Company”) unanimously approved an amendment and restatement of the Company’s By-Laws, which was effective immediately upon approval. Article II, Section 2 of the By-Laws was amended to modify certain provisions related to the calling of special meetings at the request of stockholders. The ownership percentage required for stockholders to call a special meeting was reduced from 51% of all issued and outstanding common shares of the Company to 25%. In addition, informational and procedural requirements were added to Article II, Section 2. Finally, related amendments were made to Article II, Sections 3 and 4.
The preceding is qualified in its entirety by reference to the full text of the Company’s By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index included herewith.
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.
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| | | | BURLINGTON NORTHERN SANTA FE CORPORATION |
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| Date: December 11, 2008 | | | | By: | | /s/ James H. Gallegos |
| | | | | | | | James H. Gallegos Vice President Law and Corporate General Counsel |
BURLINGTON NORTHERN SANTA FE CORPORATION
INDEX OF EXHIBITS
| | |
Exhibit Number | | Description |
| 3.1 | | By-Laws of Burlington Northern Santa Fe Corporation, as amended and restated December 11, 2008. |
