The Board of Directors of Rexnord Corporation (the Company)
approved, effective January 5, 2017, an amendment to Article III,
Section 3.4 of the Companys Amended and Restated By-Laws (the
By-Laws) to provide that if a potential new director nominee or
incumbent director nominee for the Board of Directors does not
receive a majority of the votes cast for him or her in an
uncontested election, then such person must submit a resignation
that is contingent upon the acceptance of the Board of Directors.

Within 90 days of receiving the certified vote pertaining to such
uncontested election, the Board of Directors will determine
whether to accept or reject the individuals resignation after
considering any factors or other information that it determines
to be appropriate and relevant. Following acceptance or rejection
of the resignation, the Company will promptly disclose its
decision, together with an explanation of the process by which
the decision was made and, if applicable, the Boards reason(s)
for rejecting the resignation.

A copy of the By-Laws, as amended, is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits