Indiana
|
0-20184
|
35-1537210
|
||
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3308
North Mitthoeffer Road, Indianapolis, Indiana
|
46235
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
¨
|
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))
|
·
|
Shareholders
submitting proposals must be shareholders of record at both the time of
giving the notice of a proposal and at the time of the annual
meeting.
|
·
|
The
notice from the shareholder must now include (in addition to the
information that was previously required) (i) the text of the proposal or
business to be brought before the meeting; (ii) the name and address of
the shareholder and any affiliate on whose behalf the proposal is made;
(iii) the class and number of shares owned beneficially and of record by
the shareholder and by any affiliate; (iv) a description of any agreement,
arrangement or understanding with respect to such business between or
among the shareholder and any affiliate; (v) any material interest of the
shareholder or any affiliate in that business; and (vi) full disclosure of
any derivative, hedging, and certain other synthetic and temporary
ownership positions held by the shareholder or any affiliate if the effect
is to mitigate loss or manage risk of stock price changes, or to increase
the voting power.
|
·
|
In
the case of a notice from a shareholder relating to nominations for
elections of directors, the notice must now include, among other things,
information about the qualifications of the nominees (specifically,
principal occupation and employer) and information about the agreements
with, and the ownership positions of, the shareholder, any affiliate of
the shareholder and the nominees, including the disclosure of any
derivative, hedging, and certain other synthetic and temporary ownership
positions.
|
·
|
The
information in the shareholder notices must be updated through the time of
the annual meeting to reflect any material change in the information about
derivatives and other related ownership/voting positions provided with
respect to the shareholder, any affiliate or any
nominee.
|
·
|
If
the size of the Board of Directors is expanded, a shareholder has
additional rules and opportunities for submitting a timely notice of a
nomination for election as a
director.
|
·
|
The
changed provisions apply whether the business to be brought before an
annual meeting by a shareholder is included in the Company’s proxy
statement or presented through an independently financed proxy
solicitation.
|
(d)
|
Exhibits
|
|||
Exhibit
Number
|
Description
of Exhibit
|
|||
3.2
|
|
Bylaws
of The Finish Line, Inc., Amended as of April 23, 2009
|
||
99.1
|
Press
Release, dated April 27,
2009
|
The
Finish Line, Inc.
|
||
Date:
April 28, 2009
|
By:
|
/s/
Edward W. Wilhelm
|
Edward
W. Wilhelm
|
||
Executive
Vice President - Chief Financial
Officer
|
Exhibit
Number
|
|
Description
of Exhibit
|
Location
|
|
3.2
|
|
Bylaws
of The Finish Line, Inc., Amended as of April 23, 2009
|
Attached
|
|
99.1
|
Press
Release, dated April 27, 2009
|
Attached
|