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 26, 2005
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7564 13-5034940
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 Liberty Street, New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 416-2000
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):
[ ] 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))
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ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Effective as of April 20, 2005 at the Dow Jones & Company, Inc. (the
"Company") annual meeting of shareholders (the "Annual Meeting"), the
Company's shareholders approved the following three amendments to the
Company's bylaws and certificate of incorporation:
1. An amendment reducing the threshold at which shares of class B common
stock are automatically converted into shares of common stock from
12,000,000 to 7,500,000 shares.
2. An amendment providing that at least a majority of the Company's
directors will be neither Company employees nor Bancroft family
representatives.
3. An amendment fixing the size of the Board at sixteen and increasing to
seven the number of directors to be elected by holders of the common
stockholders, voting separately, thereby providing increased proportional
representation on the Board by directors elected by the common
stockholders.
All of these amendments are described in detail in the Company's 2005
Proxy Statement.
ITEM 9.01 . FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1(i) Dow Jones & Company, Inc. Certificate of Incorporation, as amended
April 22, 1988, April 25, 1989 and April 20, 2005
3.1(ii) Dow Jones & Company, Inc. Bylaws, as amended and restated as of
April 20, 2005
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SIGNATURE
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.
DOW JONES & COMPANY, INC.
Dated: April 26, 2005 By: /s/ Robert Perrine
---------------------------
Robert Perrine
Chief Accounting
Officer and Controller
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1(i) Dow Jones & Company, Inc. Certificate of Incorporation, as amended
April 22, 1988, April 25, 1989 and April 20, 2005
3.1(ii) Dow Jones & Company, Inc. Bylaws as amended and restated as of
April 20, 2005