LYDALL, INC. (NYSE:LDL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, in August 2017, Scott M. Deakin transitioned from being the Chief Financial Officer of Lydall, Inc. (the “Company”) to his current role as President of the Company’s Thermal Acoustical Solutions business segment. On December 10, 2018, the Company and Mr. Deakin entered into a second amendment (“Amendment”) to his existing Agreement dated August 21, 2015 (as previously amended February 24, 2016, “Agreement”) in recognition of this transitions. The Amendment extends those benefits to which Mr. Deakin is already entitled under the Agreement in the event that the termination of his employment occurs following a change in control of the Company to include a change in control of the Lydall Thermal Acoustical Solutions business segment in light of the change of his role in the Company. All other terms and conditions of the Agreement, as amended to-date, remain in full force and effect.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The description in this Item 5.02 of the Amendment is qualified in its entirety by reference to Exhibit10.1.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 6, 2018, the Board of Directors of the Company amended and restated the Company’s Bylaws to provide for a majority voting standard for uncontested elections of directors, effective immediately. The first paragraph of Section 3.04(c), Quorum, Manner of Acting and Adjournment, of ARTICLE 3, MEETING OF STOCKHOLDERS of the Bylaws was revised to provide that a nominee for director in an uncontested election will be elected if the votes cast for such nominee's election exceed the votes cast against such nominee's election. A plurality voting standard, which previously applied to all director elections, remains applicable to any contested election of directors. The Board also made conforming changes to the related director resignation policy contained in the Company’s Corporate Governance Guidelines.
A copy of the amended and restated Bylaws is filed with this Current Report on Form 8-K as Exhibit 3.2 and is incorporated herein by reference. The description in this Item 5.03 of the amendments to the Bylaws is qualified in its entirety by reference to the amended and restated Bylaws filed as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are included with this report:
| Exhibit | Exhibit |
| Number | Description |
| 3.2 | Bylaws of the Registrant, as amended and restated as of December 6, 2018, filed herewith. |
| 10.1 | Amendment No. 2 to the Agreement, dated December 10, 2018, between the Company and Scott M. Deakin, amending that certain Employment Agreement (as amended), dated August 21, 2015, filed herewith. |
LYDALL INC /DE/ Exhibit
EX-3.2 2 tv508774_ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Amended and Restated Bylaws of Lydall,…
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About LYDALL, INC. (NYSE:LDL)
Lydall, Inc. (Lydall) designs and manufactures specialty engineered non-woven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration or separation and heat abatement, and sound dampening applications. The Company’s segments are Performance Materials, Industrial Filtration, Thermal/Acoustical Metals, and Thermal/Acoustical Fibers. The Performance Materials segment is engaged in the filtration, thermal insulation and life sciences filtration businesses. The Industrial Filtration segment is engaged in the Lydall’s industrial non-woven felt media and filter bag business. The Thermal/Acoustical Metals segment is engaged in the Lydall’s metal parts and related tooling. The Thermal/Acoustical Fibers segment is engaged in the Lydall’s fiber parts business and related tooling business for use in automotive applications. The Company’s products are sold to original equipment manufacturers and tier-one suppliers.