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): February 2,
2010
BRUNSWICK
CORPORATION
(Exact
Name of Registrant Specified in Charter)
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Delaware
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001-01043
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36-0848180
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1
N. Field Court
Lake
Forest, Illinois
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60045-4811
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (847) 735-4700
(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:
[
] 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.
On
February 2, 2010, the Board of Directors (the “Board”) of Brunswick Corporation
(the “Company”) approved amendments to the Company’s by-laws (as amended, the
“Amended By-laws”). A copy of the Amended By-laws, which became effective
immediately upon their adoption by the Board, is attached as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated by reference
herein. The amendments included the following:
Article
II, Sections 2(a) and 11 have been amended to provide that, in elections of
directors, a nominee for director shall be elected to the Board if the votes
cast for such nominee exceed the votes cast against such nominee’s election;
provided, that if the number of nominees for director as of the meeting’s record
date exceeds the number of directors to be elected at such meeting, then each
director to be elected shall be elected by a plurality of votes
cast.
Article
II, Section 2(b) has been amended to clarify language and to expand the
disclosure a stockholder must provide when seeking to bring business before an
annual meeting of stockholders to include, among other things, a description of
any agreement, arrangement or understanding with respect to such business
between the stockholder and other persons and a description of any hedging,
short position, arrangement, agreement or understanding intended to mitigate
loss or share price changes or intended to increase or decrease voting
power. Article I, Section 2(b) has also been amended to provide that
each of the foregoing types of information must be updated as of the record date
of the meeting by a stockholder seeking to bring business before an annual
meeting by not later than 10 days after the record date of the
meeting.
Article
II, Section 9 has been amended to provide that the Chairman of the Board or, in
the Chairman’s absence, such other person as the Board shall designate, shall
preside at, and may adjourn, any annual or special meeting of
stockholders.
Article
III, Section 1 has been amended to reflect the present size of the Board and to
make clear that the Board may approve amendments to the size of the Board by
resolution, as well as by-law amendment.
Article
III, Section 2 has been amended to clarify language and to expand the disclosure
a stockholder must provide when seeking to nominate a person for election as a
director to include, among other things, a description of any agreement,
arrangement or understanding with respect to such business between the
stockholder and other persons and a description of any hedging, short position,
arrangement, agreement or understanding intended to mitigate loss or share price
changes or intended to increase or decrease voting power. Article
III, Section 2 has also been amended to provide that each of the foregoing types
of information must be updated as of the record date of the meeting by a
stockholder seeking to bring business before an annual meeting by not later than
10 days after the record date of the meeting.
Article
VI, Section 1 has been amended to provide that the Company shall be obligated to
indemnify, to the fullest extent that is lawful, any person made party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Company) (“a proceeding”) by reason of the fact that he or she is
or was a director or officer of the Company, or is or was a director or officer
of the Company serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines, taxes, penalties and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding.
Article
VI, Section 4 has been amended to provide that the Company shall be obligated to
pay or reimburse the reasonable expenses incurred by a director or officer of
the Company in defending any proceeding in advance of its final disposition upon
receipt of an undertaking by or on behalf of such director or officer to repay
all amounts advanced if it should be ultimately determined that he or she is not
entitled to be indemnified under Article VI or otherwise.
Article
IX, Section 1 has been amended to remove the Company’s election to be subject to
the Tennessee Authorized Corporation Protection Act.
In
addition, the Board approved a number of other amendments to the Company’s
by-laws that had as their purpose the correction of errors, the removal of
redundant sections, and the clarification of administrative
provisions. These additional changes are located in Article II,
Sections 4, 8 and 12; Article III, Sections 5, 6, 7, 9 and 11; Article IV,
Section 1; Article V, Section 3; Article VI, Section 7; Article VII, Sections 1,
2, and 3; and Article VIII, Sections 3 and 4. A copy of the Amended
By-laws marked to show all changes to the former by-laws is attached as Exhibit
3.2 to this Current Report on Form 8-K and is incorporated by reference
herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits:
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Description of Exhibit
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3.1
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By-Laws
of Brunswick Corporation, as amended February 2, 2010.
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3.2
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By-Laws
of Brunswick Corporation, marked to show changes effected by the
amendments discussed herein.
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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.
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BRUNSWICK
CORPORATION
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Dated:
February 4, 2010
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By:
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/s/ Kristin M. Coleman
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Name: Kristin M.
Coleman
Title: Vice
President, General Counsel & Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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3.1
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By-Laws
of Brunswick Corporation, as amended February 2, 2010.
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3.2
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By-Laws
of Brunswick Corporation, marked to show changes effected by the
amendments discussed herein.
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