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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): February 6, 2006
NUVEEN INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11123 36-3817266
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On February 6, 2007, at a regularly scheduled meeting of the board of
directors (the "Board") of Nuveen Investments, Inc. (the "Company"), the Board
amended and restated the Company's Amended and Restated By-Laws (the "By-Laws").
The new By-Laws were effective immediately, and were adopted to eliminate
provisions relating to Class B Directors, as well as certain limitations
contained in the prior By-Laws on the duties and authorities of committees of
the Company's board of directors, all of which the Board determined to have
ceased to have substantive meaning following the sale by The St. Paul Travelers
Companies, Inc. of its majority interest in the Company. In addition, the Board
made additional changes to:
Certain Procedural Matters. These changes address various procedural matters,
including by: clarifying the ability to postpone and adjourn annual and special
meetings of stockholders and to cancel special meetings; clarifying the ability
of stockholders to continue to transact business at a duly called stockholder
meeting at which a quorum of stockholders is present notwithstanding the
withdrawal of enough stockholders to leave less than a quorum; clarifying that
the only business that may be brought before a special meeting is the business
set forth in the applicable notice of meeting; clarifying the ability of
directors to continue to transact business at a duly called Board meeting at
which a quorum of directors is present notwithstanding the withdrawal of enough
directors to leave less than a quorum; revising the advanced notice required for
special meetings of the Board from "reasonable" advance notice to "twenty-four
hours'" advance notice; clarifying the ability of the Chairman of the Board to
call special meetings of the Board; and providing for the ability of directors
and executive officers seeking indemnification under the By-Laws to require
independent counsel to make certain applicable legal determinations relating to
entitlement to indemnification following a change of control of the Company.
Notice Provisions. These changes address matters relating to
stockholder-proposed business and director nominations, including by: increasing
the advanced notice requirement for stockholder-proposed business and director
nominations from not less than 60 nor more than 90 days prior to the Company's
annual stockholder meeting to not less than 90 nor more than 120 days prior to
the first anniversary of the Company's annual stockholder meeting for the
preceding year (with exceptions permitting business and nominations to be
brought by stockholders on shorter notice in specified circumstances); requiring
the provision of additional information regarding proponents of corporate
business proposals and nominations and of stockholder director nominees;
requiring stockholder director nominees to confirm their obligations to comply
with the Company's applicable policies; and clarifying that no business that is
not a proper matter for stockholder action under, or that would cause the
Company to violate, applicable law or regulatory requirements, can be brought,
and that no person can be appointed, nominated or elected a director of the
Company if he or she would not be able to serve as a director without
conflicting with applicable law and regulatory requirements.
The foregoing summary of the revised provisions of the By-Laws does not
purport to be a complete description of such amendments, and the By-Laws are
filed as Exhibit 3.1 hereto and are hereby incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
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3.1 Amended and Restated By-Laws of Nuveen Investments, Inc.
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.
NUVEEN INVESTMENTS, INC.
By: /s/ John L. MacCarthy
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Name: John L. MacCarthy
Title: Senior Vice President
Dated: February 12, 2007
EXHIBIT INDEX
Exhibit Number Description
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3.1 Amended and Restated By-Laws of Nuveen Investments, Inc.