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): November 18, 2010
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
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| Wisconsin
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1-14959
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39-0971239 |
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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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6555 West Good Hope Road
Milwaukee, Wisconsin
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53223 |
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(Zip Code) |
Registrant’s telephone number, including area code: (414) 358-6600
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)) |
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 18, 2010, Brady Corporation (the “Corporation”) issued a press release announcing
its fiscal 2011 first quarter financial results. A copy of the press release is being furnished to
the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein
by reference.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Effective November 18, 2010, in connection with the Corporation’s Annual Shareholders’
Meeting, Director Robert C. Buchanan retired from the Corporation’s Board of Directors.
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On November 18, 2010, the Corporation’s Board of Directors approved an amendment to the
Corporation’s Bylaws. Section 3.04 of Article III of the Bylaws was amended to provide that special meetings of
the Board of Directors may be called by or at the request of the Lead Independent Director in
addition to the Chairman of the Board, the President, or any two directors. The Bylaws, as
amended, became effective immediately upon approval by the Board of Directors. The foregoing
description of the Bylaws, as amended, is qualified in its entirety by reference to the full text
of the Bylaws, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by
reference.
Item 5.07 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 18, 2010, at the Corporation’s Annual Shareholders’ Meeting, the holders of all of
the 3,538,628 shares of the Corporation’s Class B Common Stock voted unanimously in favor of electing
the following persons to serve as the Corporation’s directors until the next annual meeting of
shareholders and until their successors have been elected:
Patrick W. Allender
Gary S. Balkema
Chan W. Galbato
Conrad G. Goodkind
Frank W. Harris
Frank M. Jaehnert
Elizabeth P. Pungello
Bradley C. Richardson
Item 8.01 OTHER EVENTS
On November 18, 2010, the Corporation’s Board of Directors approved an increase in the annual
retainer of the Lead Independent Director from $10,000 to $15,000, effective immediately.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following are filed as Exhibits to this Report.
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Description of Exhibit |
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3.2 |
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Bylaws of Brady Corporation, as amended. |
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99.1 |
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Press Release of Brady Corporation, dated November 18, 2010, relating to first quarter fiscal
2011 financial results. |