k8bylaws.htm
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
8,
2008
DARLING
INTERNATIONAL INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-24620
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36-2495346
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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251
O’CONNOR RIDGE BLVD., SUITE 300, IRVING,
TEXAS 75038
(Address
of Principal Executive
Offices)
(Zip Code)
Registrant’s
telephone number, including area
code:
(972)
717-0300
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):
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 9, 2008, the Board of
Directors (the “Board”) of Darling International Inc. (the "Company") resolved
to amend certain Senior Executive Termination Benefits Agreements previously
entered into by and between the Company and each of Neil Katchen, John O. Muse,
Mark A. Myers and Robert H. Seemann (each, an "Agreement" and together, the
"Agreements"). Each of Messrs. Katchen, Muse, Myers and Seemann is
referred to herein individually as "Executive" and together as the
"Executives."
Set forth below is a brief
description of the material terms and conditions of the
Agreements. The summary set forth below is not intended to be
complete and is qualified in its entirety by reference to the full text of the
Form of Senior Executive Termination Benefits Agreement attached as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed on November 29,
2007.
Pursuant to the Agreements, the
Company must provide the applicable Executive certain benefits (discussed below)
upon any termination of his employment except (i) termination by reason of the
voluntary resignation by such Executive, (ii) termination for Cause (as defined
in the Agreements) or (iii) termination upon such Executive's normal
retirement. Neither permanent or long-term disability status nor
death of an Executive is deemed a termination for purposes of the
Agreements. Such termination with the exceptions set forth above is
referred to herein as an "Eligible Termination Event."
Subject to the mitigation provisions
(discussed below) and Executive’s execution of a release of claims in respect of
Executive’s employment with the Company, the Company shall provide Executive the
following benefits upon an Eligible Termination Event: (i) periodic payment in
the amount of Executive's salary at the rate in effect on the date of the
Eligible Termination Event until such Executive has been paid one times his
annual base salary (the “Termination Payment Amount”), (ii) any accrued vacation
pay due but not yet taken at the date of the Eligible Termination Event, (iii)
life, disability, health and dental insurance, and certain other similar fringe
benefits of the Company (or similar benefits provided by the Company) (the
"Fringe Benefits") in effect immediately prior to the date of termination for a
period of one year from the date of termination to the extent allowed under the
applicable policies. See the Company's Proxy Statement filed with the
Securities and Exchange Commission on April 9, 2008 for salary and other
benefits information for each of the Executives.
Executive is not entitled to any
bonus under the Company's Executive Bonus Plan for the year in which the
Eligible Termination Event occurs.
In addition, upon an Eligible
Termination Event, the Company shall engage an outplacement counseling service
of national reputation, at its own expense, to assist Executive in obtaining
employment until the earliest of (i) two years from the date of the Eligible
Termination Event, (ii) such date as Executive obtains employment or (iii)
Company expenses related thereto equal $10,000.
Executive
is required to mitigate the payments under the Agreements by seeking other
comparable employment as promptly as practicable after the Eligible Termination
Event. Amounts due under the Agreements will be offset against or reduced by any
amount earned from such other employment. The Fringe Benefits shall
terminate upon Executive's obtaining such other employment.
The Agreement also contains
obligations on Executive’s part regarding nondisclosure of confidential
information, return of Company property, non-solicitation of employees during
employment and for a period of one year following the termination of employment
for any reason, non-disparagement of the Company and its business and continued
cooperation in certain matters involving the Company.
Each Agreement was amended by an
Addendum to Senior Executive Termination Benefits Agreement (the
"Addendum"). Messrs. Katchen, Myers and Seemann each signed the
Addendum on December 10, 2008. Mr. Muse signed the Addendum on
December 11, 2008. Each Addendum extended the term of the applicable
Agreement by one year to December 31, 2009. In addition, the Addendum
with Mr. Muse increased the Termination Payment Amount from one times his annual
base salary to one and one-half (1.5) times his annual base salary and extended
the period of time he would receive the Fringe Benefits from one year from the
date of termination to 18 months from the date of termination. All
other terms and conditions of each Agreement remain unchanged. A Form
of the Addendum for Messrs. Katchen, Myers and Seemann is attached hereto as
Exhibit 10.2 and incorporated herein by reference. The Addendum for
Mr. Muse is attached hereto as Exhibit 10.3 and incorporated herein by
reference.
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On December 8, 2008, the Board approved
the Amended and Restated Bylaws of Darling International Inc. (the “New
Amended and Restated Bylaws”). The amendments are in large part in
response to recent judicial decisions and are intended to provide the Board with
appropriate time to analyze a stockholder proposal and, if appropriate, provide
the Board’s views to the Company’s stockholders, which the Board believes is in
the best interest of the Company and its stockholders. The
information presented in this Item 5.03 includes a description of each of the
amendments to the Amended and Restated Bylaws, as formerly in
effect. This description does not purport to be complete, and is
qualified in its entirety by reference to the full text of the New Amended and
Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated by reference herein. Such amendments became
effective immediately upon their adoption by the Board.
Meetings
of Stockholders.
Special
Meetings
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·
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Pursuant
to the New Amended and Restated Bylaws, in order for stockholders who
hold, in the aggregate, at least 10% of the voting power of the
outstanding shares of capital stock of the Company to call a special
meeting, such stockholders must provide the Secretary of the Company (the
“Secretary”) one or more written demands (a “Stockholder Demand”) to call
a special meeting of stockholders. A Stockholder Demand shall
state the purpose(s) of the special meeting, and the business conducted at
the special meeting shall be limited to such stated
purpose(s).
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Request to Fix a Record Date
Determining Stockholder Eligible to Demand a Special
Meeting.
Before a
stockholder can demand that the Secretary call a special meeting of stockholders
(as described above), a stockholder must submit a written request (a
“Stockholder Demand Request”) that the board of directors fix a record date for
the purpose of determining the stockholders entitled to demand that the
Secretary call a special meeting (such record date, the “Demand Record
Date”). A Stockholder Demand Request shall be in proper form (as
described below) and delivered to, or mailed and received by, the Secretary at
the principal executive offices of the Company. To be in proper form,
a Stockholder Demand Request shall set forth as to each stockholder making such
request the following:
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the
name and address of such stockholder, as they appear on the Company's
books;
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the
class or series and number of shares of capital stock of the Company which
are owned beneficially and of record by such
stockholder;
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a
description of any agreement, arrangement or understanding with respect to
business to be conducted between or among such stockholder, any of its
respective affiliates or associates, and any others acting in concert with
any of the foregoing;
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·
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a
description of any agreement, arrangement or understanding (including
without limitation any derivative, swap, synthetic or short positions,
profit interests, options, warrants, stock appreciation or similar rights,
hedging transactions, and borrowed or loaned shares) that has been entered
into as of the date of the Stockholder Demand Request by, or on behalf of,
such stockholder, the effect or intent of which is to mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease
the voting power of, such stockholder, with respect to shares of stock of
the Company (which information shall be updated by such stockholder, if
any, as of the record date of the meeting not later than 10 days after the
record date for the meeting);
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a
representation that the stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to propose such business or nomination;
and
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a
representation whether the stockholder intends or is part of a group which
intends (i) to deliver a proxy statement and/or form of proxy to holders
of at least the percentage of the Company's outstanding capital stock
required to approve or adopt the business to be conducted at the meeting
or (ii) otherwise to solicit proxies from stockholders in support of such
proposal or nomination.
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Fixing the Demand Record
Date. Within 10 days after receipt of a proper Stockholder
Demand Request, the board of directors may adopt a resolution fixing the Demand
Record Date, which date shall not precede the date upon which the resolution
fixing the Demand Record Date is adopted by the board of
directors. If the board of directors does not adopt such a resolution
within 10 days after the receipt of a Stockholder Demand Request, the Demand
Record Date shall be the 20th day after the date on which a Stockholder Demand
Request is received. However, a Demand Record Date shall not be fixed
if the board of directors determines that a Stockholder Demand that would be
submitted following the fixing of the Demand Record Date would not comply with
the Bylaws (as described below).
Stockholder
Demand. Without qualification, a special meeting of
stockholders shall not be called pursuant to a Stockholder Demand unless
stockholders of record as of the Demand Record Date who hold, in the aggregate,
at least 10% of the outstanding capital stock of the Company (the “Required
Percentage”) timely provide a Stockholder Demand in writing and in proper form
(as described below) to the Secretary at the principal offices of the
Company. Only stockholders of record on the Demand Record Date are
entitled to demand a special meeting of stockholders.
Timeliness of a Stockholder
Demand. To be timely, a Stockholder Demand must be delivered
to, or mailed and received at, the principal executive offices of the Company no
later than the 60th day following the Demand Record Date.
Form of a Stockholder
Demand. To be in proper form, a Stockholder Demand shall set
forth:
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a
brief description of the business desired to be brought before the
meeting;
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the
text of the proposal or business (including the text of any resolutions
proposed for consideration and the language of a proposed Bylaws
amendment); |
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the
reasons for conducting such business at the meeting; and |
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any
material interest in such business by such stockholder and the beneficial
owner, if any, of any capital stock of the Company on whose behalf the
demand to call a special meeting is
made.
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With
respect to information regarding the stockholder submitting a Stockholder Demand
and the beneficial owner, if any, of any capital stock of the Company on whose
behalf the demand for a special meeting is made, a Stockholder Demand shall set
forth the same information required to determine a Demand Record
Date.
Revocation of a Stockholder
Demand. A stockholder may revoke a Stockholder Demand by
written revocation delivered to the Secretary at any time prior to the special
meeting. If any such revocation(s) are received by the Secretary
after the Secretary’s receipt of a Stockholder Demand from the Requisite
Percentage of stockholders, and as a result of such revocation(s), there no
longer are unrevoked demands from the Requisite Percentage of stockholders to
call a special meeting, the board of directors shall have discretion to
determine whether or not to proceed with the special meeting.
Ineffective Stockholder
Demands. The Secretary may reject stockholder demands that do
not meet certain standards, such as compliance with information required in the
demand request or proposal of an item similar to one recently submitted to
stockholders.
Notice. The New Amended
and Restated Bylaws have been amended to include that waiver of notice may be
given by electronic transmission and to clarify that any written waiver or any
waiver by electronic transmission need not include the business to be transacted
at, nor the purpose of, any regular or special meeting unless required by the
Company’s Certificate of Incorporation or the Bylaws.
Required
Vote. The New Amended
and Restated Bylaws provide that generally a nominee for director shall be
elected to the board of directors by the vote of the majority of the votes
cast. However, if the number of nominees exceeds the number of
directors to be elected, the directors shall be elected by a plurality of the votes
cast. A majority of votes cast means that the number of votes cast
“for” a director must exceed the number of votes cast “against” that director
(with “abstentions” and “broker non-votes” not counted as a vote cast with
respect to that director).
Record
Date. With respect to
stockholder action by written consent, the New Amended and Restated Bylaws
require a stockholder to request that the Company fix a record date for the
purpose of determining the stockholders entitled to take action by written
consent (the “Written Consent Record Date”). Such request must be in
proper form and delivered to, or mailed and received by, the Secretary at the
principal executive officers of the Company. Within 10 days after
receipt of such request the board of directors may adopt a resolution fixing the
Written Consent Record Date. The Written Consent Record Date may not
precede the date on which the resolution fixing such record date is adopted and
may not be more than 10 days after the date on which the resolution fixing such
record date is adopted. If no resolution fixing a record date is
adopted by the board of directors, (i) the Written Consent Record Date when
no prior action of the
board of directors is required by applicable law is the first date on which a
valid signed written consent setting forth the action taken or proposed to be
taken is delivered to the Company and (ii) the Written Consent Record Date
when prior action of the board of directors is required by applicable law
is the close of business on the date on which the board of directors adopts the
resolution taking such prior action. To be in proper form, a request
shall provide the information required in the stockholder notice discussed below
in Requirements for Notice of Stockholder Business and Nomination.
Conduct of a
Meeting. The New Amended
and Restated Bylaws include a provision clarifying the chairman’s authority at a
meeting of stockholders with respect to procedure. It states that the
order of business at each meeting of stockholders is as determined by the
chairman of the meeting. The chairman of the meeting shall have the
sole right and authority to prescribe the rules, regulations and procedures for,
and to do all such acts and things as are necessary or desirable for the proper
conduct of, the meeting, including, without limitation, setting the agenda of
the meeting, establishing procedures for the maintenance of order and safety at
the meeting, determining the persons entitled to make presentations at the
meeting and the time allotted for each such presentation, determining the time,
if any, allotted to questions or comments at the meeting, instituting
restrictions on entry to the meeting after the time prescribed for the
commencement thereof, determining the form of ballot to be used for voting on
each matter upon which stockholders will vote at the meeting and determining the
date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at the meeting.
Requirements for Notice of
Stockholder Business and Nomination.
The
Company’s existing bylaws provide for advance notice procedures in order for
business to be brought before an annual or special meeting of the Company’s
stockholders. The changes reflected in the New Amended and Restated
Bylaws are intended (i) to clarify that advance notice is required before
business is brought before either an annual or special meeting of stockholders
and (ii) to ensure that material and relevant information regarding a proposal
is available to stockholders.
Annual Meeting of
Stockholders. The New Amended and Restated Bylaws provide that
nominations of persons to election to the board of directors and the proposal of
other business may be brought by any stockholder of the Company who is a
stockholder of record at the time the notice provided for in §2.16 of the New
Amended and Restated Bylaws is delivered and at the time of the annual
meeting. The revised provision also clarifies that the only means for
a stockholder to make nominations or submit other business before an annual
meeting (other than matters properly brought under Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included
in the Company's notice of meeting) is contained in §2.16(a)(1)(C) of the New
Amended and Restated Bylaws.
Timing of Stockholder Notice
for Nominations or Other Business. The provision of the New
Amended and Restated Bylaws setting forth the timing requirements for
stockholder notice with respect to nominations or other business requires
generally that notice be delivered to the Secretary not earlier than 120 days
and not later than 90 days prior to the 1st anniversary of the preceding year’s
meeting. Further, the New Amended and Restated Bylaws provide that if
an annual meeting is more than 30 days before or 70 days after the 1st
anniversary of the preceding year’s annual meeting, notice is timely if it is
provided not earlier than the close of business on the 120th day prior to the
annual meeting and not later than the close of business on the later of
(i) the 90th day prior to the annual meeting or (ii) the 10th day
following the day on which public announcement of the date of the meeting is
first made by the Company.
Exception to Timing of
Stockholder Notice for Nominations. The New Amended and
Restated Bylaws provide an exception to the timing set forth above in the event
that the number of directors to be elected at an annual meeting is increased and
there is no public announcement by the Company naming the nominees for the
additional directorship at least 100 days prior to the 1st anniversary of the
preceding year’s annual meeting. In such instance, a stockholder’s
notice is timely (but only with respect to nominees for the additional
directorships) if such notice is delivered to the Secretary not later than the
close of business on the 10th day following the day on which such public
announcement is first made by the Company.
Form of Stockholder Notice –
Information about Stockholder. In addition to the requirements
for the stockholder notice with respect to information and representations of
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or other business proposal is brought, the New Amended and
Restated Bylaws require the following:
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a
description of any agreement, arrangement or understanding with respect to
the nomination or proposal between or among such stockholder and such
beneficial owner, any of their respective affiliates or associates, and
any others acting in concert with any of the foregoing;
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a
description of any agreement, arrangement or understanding (including
without limitation any derivative, swap, synthetic or short positions,
profit interests, options, warrants, stock appreciation or similar rights,
hedging transactions, and borrowed or loaned shares) that has been entered
into as of the date of the stockholder's notice by, or on behalf of, such
stockholder and such beneficial owner, the effect or intent of which is to
mitigate loss to, manage risk or benefit of share price changes for, or
increase or decrease the voting power of, such stockholder and such
beneficial owner, with respect to shares of stock of the Company (which
information shall be updated by such stockholder and beneficial owner, if
any, as of the record date of the meeting not later than 10 days after the
record date for the meeting); and
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a
representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (i) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of
the Company's outstanding capital stock required to approve or adopt the
proposal or elect the nominee or (ii) otherwise to solicit proxies
from stockholders in support of such proposal or
nomination.
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Form of Stockholder Notice –
Nominations. In addition to the requirements for the
stockholder notice with respect to nominations, the New Amended and Restated
Bylaws require that the notice include a description of all direct and indirect
compensation and other material monetary agreements, arrangements and
understandings during the past 3 years, and any other material relationships,
between or among the nominating person, on the one hand, and the proposed
nominee, and his or her respective affiliates and associates, on the other hand,
including, without limitation, all information that would be required to be
disclosed pursuant to Item 404 under Regulation S-K if the nominating person
were the “registrant” for purposes of such rule and the proposed nominee were a
director or executive officer of such registrant.
Form of Stockholder Notice –
Other Business. In addition to the current requirements for
the stockholder notice with respect to other business, the New Amended and
Restated Bylaws require the text of the proposal or business (including the text
of any proposed resolutions or Bylaws amendment).
Fulfillment of Notice
Requirements via Proxy Statement. The New Amended and Restated
Bylaws provide that the notice requirements will be deemed satisfied if the
stockholder notifies the Company of his or her intention to present a proposal
at an annual meeting in compliance with Rule 14a-8 promulgated under the
Exchange Act and such stockholder's proposal has been included in a proxy
statement that has been prepared by the Company to solicit proxies for such
annual meeting.
Eligibility Requirements for
Director Nominees. The New Amended and Restated Bylaws add
specific eligibility requirements for director nominees. The New
Amended and Restated Bylaws state that to be eligible to be a director nominee,
the proposed nominee must deliver (in accordance with the time periods
prescribed for delivery of notice under §2.16 of the New Amended and Restated
Bylaws) to the Secretary a written questionnaire with respect to the background
and qualification of such proposed nominee and a written representation and
agreement that such proposed nominee (i) is not and will not become a party to
(A) any agreement, arrangement or understanding with, and has not given any
commitment or assurance to, any person or entity as to how such proposed
nominee, if elected as a director, will act or vote on any issue or question (a
“Voting Commitment”) that has not been disclosed to the Company or (B) any
Voting Commitment that could limit or interfere with such proposed nominee’s
ability to comply, if elected as a director, with such proposed nominee’s
fiduciary duties under applicable law, (ii) is not, and will not become a party
to, any agreement, arrangement or understanding with any person or entity other
than the Company with respect to any direct or indirect compensation,
reimbursement or indemnification in connection with service or action as a
director that has not been disclosed to the Company and (iii) in such proposed
nominee’s individual capacity and on behalf of the stockholder (or the
beneficial owner, if different) on whose behalf the nomination is made, would be
in compliance, if elected as a director and will comply with applicable publicly
disclosed corporate governance, conflict of interest, confidentiality and stock
ownership (if any) and trading policies and guidelines of the
Company. The Company will provide the questionnaire and copy of the
written representation and agreement upon request.
Annual Meeting of
Stockholders. The New Amended and Restated Bylaws permit
nominations of persons for election to the board of directors by a stockholder
who is a stockholder of record at the time the notice required by §2.16 of the
New Amended and Restated Bylaws is given, who is entitled to vote at the meeting
and who complies with the notice procedures set forth in §2.16 of the New
Amended and Restated Bylaws.
Authority of the
Chairman. The New Amended and Restated Bylaws add
clarification by specifically giving the Chairman of a meeting the authority to
determine whether a stockholder or beneficial owner solicited or did not solicit
proxies in support of such stockholder’s nominee or proposal.
Stockholder Presence at an Annual or
Special Meeting. The New Amended and Restated Bylaws require a
stockholder (or a qualified representative) to appear at the annual or special
meeting to present a nomination or business. If the stockholder (or a
qualified representative) does not appear to so present, the nomination shall be
disregarded and the proposed business shall not be transacted notwithstanding
that proxies in respect of such matters have been received by the
Company. The New Amended and Restated Bylaws define a “qualified
representative” to be a duly authorized officer, manager or partner of such
stockholder or a person authorized in writing or in an electronic transmission
to act for such stockholder as proxy at the meeting of
stockholders. The qualified representative must produce such
writing or electronic transmission, or a reliable reproduction thereof, at the
meeting of stockholders.
Reference to the Exchange Act or the
Rules Promulgated Thereunder. The New Amended and Restated
Bylaws clarify that although a stockholder must comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters in §2.16 of the New Amended and Restated Bylaws, any
references to the Exchange Act or the rules and regulations thereunder are not
intended to and shall not limit any requirements applicable to nominations or
proposals as to any other business to be considered and compliance with §2.16 of
the New Amended and Restated Bylaws is the exclusive means for a stockholder to
make nominations or submit other business (other than matters brought properly
under and in compliance with Rule 14a-8 of the Exchange Act).
Certificates
and Shareholders.
Certificates for
Shares. The New Amended and Restated Bylaws provide that
notwithstanding any other provision of Article 7, the Company may adopt a system
of issuance, recordation and transfer of its shares by electronic or other means
not involving any issuance of certificates, provided the use of such system by
the Company is permitted in accordance with applicable law.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Echibits. |
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3.1
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Amended
and Restated Bylaws of Darling International Inc. (amended and restated as
of December 8, 2008).
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10.1
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Form
of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed November 29, 2007, and
incorporated herein by reference). |
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10.2
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Form
of Addendum to Senior Executive Termination Benefits
Agreement.
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10.3
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First
Addendum to Senior Executive Termination Benefits Agreement dated as of
December 9, 2008 by and between Darling International Inc. and John O.
Muse.
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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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DARLING
INTERNATIONAL INC. |
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Date:
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December
12, 2008
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By:
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/s/ John
O. Muse
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John O. Muse
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Executive Vice President
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Finance and Ad ministration
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EXHIBIT
LIST
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3.1
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Amended
and Restated Bylaws of Darling International Inc. (amended and restated as
of December 8, 2008).
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10.1
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Form
of Senior Executive Termination Benefits Agreement (filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed November 29, 2007, and
incorporated herein by reference). |
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10.2
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Form
of Addendum to Senior Executive Termination Benefits
Agreement.
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10.3
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First
Addendum to Senior Executive Termination Benefits Agreement dated as of
December 9, 2008 by and between Darling International Inc. and John O.
Muse.
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