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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: February 24, 2021
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 1-10235 | | 36-3555336 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
3100 Sanders Road, Suite 301
Northbrook, Illinois 60062
(Address of principal executive offices, including zip code)
(847) 498-7070
(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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock, par value $.01 per share | | IEX | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| | | | | | | Emerging growth company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective February 24, 2021, the board of directors (the “Board”) of IDEX Corporation (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws, among other things:
•Enhance procedural mechanics in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or pursuant to the proxy access provisions already contemplated by the bylaws) at stockholder meetings, including, among other things, enhancing the information required to be provided by stockholders proposing business, nominating stockholders and proposed nominees as well as the information required with respect to any proposed business;
•Modify the provisions relating to the calling of special meetings by stockholders and stockholder action by written consent to conform to the advance notice provisions;
•Change the voting standard for uncontested director elections from plurality voting to majority voting;
•Add a provision describing the role of the lead director;
•Change the Chairman of the Board position from an officer to a non-officer Board position;
•Permit the Board to postpone, reschedule or cancel any previously scheduled annual stockholder meeting (even if a quorum is present);
•Enhance the powers of the chairperson of a stockholder meeting to regulate conduct at such stockholder meeting; and
•Include updates in line with current best practices.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(a)Exhibits
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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.
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IDEX CORPORATION |
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| By: | /s/ WILLIAM K. GROGAN |
| | William K. Grogan |
| | Senior Vice President and Chief Financial Officer |
February 26, 2021 | | |
EXHIBIT INDEX
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Exhibit Number | | Description | |
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104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |