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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 19, 2010
Technitrol, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-05375
PA 23-1292472
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
1210 Northbrook Drive, Suite 470, Trevose, PA 19053
(Address of principal executive offices, including zip code)
(215) 942-8400
(Registrant's telephone number, including area code)
(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:
[ ] 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))
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Information to be included in the report
Item 1.01 Entry into a Material Definitive Agreement.
At Technitrol's annual meeting on May 19, 2010, shareholders approved the
amended and restated Restricted Stock Plan II and the amended and restated 2001
Stock Option Plan. The Proxy Statement distributed by Technitrol for the annual
meeting contains explanations of the amendments.
The foregoing summary is not complete and is qualified in its entirety by
reference to the complete text of the amended and restated Restricted Stock Plan
II attached hereto as Exhibit 10.2 and the amended and restated 2001 Stock
Option Plan attached hereto as Exhibit 10.3.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At Technitrol's annual meeting on May 19, 2010, shareholders approved the
amended and restated Articles of Incorporation and the amended and restated
By-Laws. The Proxy Statement distributed by Technitrol for the annual meeting
contains explanations of the amendments.
The foregoing summary is not complete and is qualified in its entirety by
reference to the complete text of the amended and restated Articles of
Incorporation attached hereto as Exhibit 3.1 and the amended and restated
By-Laws attached hereto as Exhibit 3.3.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Technitrol held its annual meeting of shareholders on May 19, 2010 at which
the following matters were submitted to a vote of the shareholders:
1. Election of Directors.
John E. Burrows, Jr. was elected by the following vote:
For Withhold Broker Non-Vote
--- -------- ---------------
24,823,658 6,842,822 5,440,235
Edward M. Mazze was elected by the following vote:
For Withhold Broker Non-Vote
--- -------- ---------------
23,875,408 7,791,072 5,440,235
2. Approval of amended and restated Articles of Incorporation.
The amended and restated Articles of Incorporation were approved by the
following vote:
For Against Abstain
--- ------- -------
36,122,943 248,578 735,194
3. Approval of amended and restated By-Laws.
The amended and restated By-Laws were approved by the following vote:
For Against Abstain
--- ------- -------
36,105,115 264,921 736,679
4. Approval of amended and restated 2001 Stock Option Plan.
The amended and restated 2001 Stock Option Plan was approved by the
following vote:
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
27,921,273 2,016,775 1,728,432 5,440,235
5. Approval of amended and restated Restricted Stock Plan.
The amended and restated Restricted Stock Plan was approved by the
following vote:
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
28,408,125 1,529,730 1,728,625 5,440,235
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 Articles of Incorporation, amended and restated as of
May 19, 2010
Exhibit 3.3 By-Laws, amended and restated as of May 19, 2010
Exhibit 10.2 Restricted Stock Plan II, amended restated as of
March 1, 2010
Exhibit 10.3 2001 Stock Option Plan, amended and restated as of March 1,
2010
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Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Technitrol, Inc.
Date: May 25, 2010 By: /s/ Drew A. Moyer
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Drew A. Moyer
Sr. Vice President and CFO