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
December 9, 2010
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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WISCONSIN
(State or other jurisdiction
of incorporation)
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1-7626
(Commission File Number)
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39-0561070
(IRS Employer
Identification No.) |
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrants telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 9, 2010, Sensients Board of Directors adopted (a) amendments to Section 3.9 of
the corporations By-laws regarding procedures and requirements for nominations of directors to add
(among other things) a completed Directors and Officers Questionnaire and various affirmations to
the materials required from nominees for director positions and (b) amendments to the charter of
the Compensation and Development Committee (which is Section 3.15 of the By-laws) to clarify the
independence requirements applicable to members of that committee, to expressly require it to take
into consideration any recent shareholder advisory votes and other shareholder communications
regarding executive compensation when fulfilling its role in the development and implementation of
the corporations compensation program, and to direct it to consider any conflicts of interest of
any compensation consultants and to approve related public disclosures by the corporation. The
Board also adopted revisions to the corporations Corporate Governance Guidelines and its stock
ownership guidelines for directors and executive officers. The revised committee charter and the
revised Corporate Governance Guidelines were promptly posted on the corporations website,
www.sensient.com. The Amended and Restated By-laws, including the revised Sections 3.9 and 3.15,
are filed as Exhibit 3.2 to this Form 8-K.
Exhibit 3.2 Amended and Restated Bylaws (including committee charters).