ar01238k.htm
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
earliest event
reported:
January 20, 2009
AMR
CORPORATION _
(Exact
name of registrant as specified in its charter)
Delaware 1-8400 75-1825172 _
(State of
Incorporation) ( Commission File Number) (IRS
Employer Identification No.)
4333 Amon Carter
Blvd. Fort Worth,
Texas 76155
(Address
of principal executive offices) (Zip Code)
(817)
963-1234 _
(Registrant's
telephone number)
(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))
Item 5.03
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
January 20, 2009, the Board of Directors of AMR Corporation (the “Company”)
adopted and approved amendments to the Company’s bylaws. Sections 2,
3 and 4 of Article II were amended to clarify and enhance the existing advance
notice and other provisions (including modifying deadlines for making proposals
or nominations), consistent with their purpose of establishing an orderly and
efficient process for stockholders seeking to take action, submit proposals or
nominate directors, as well as to elicit information relevant to the Company’s
and stockholders’ evaluation of any proposed action, proposal or
nominations. Amendments to Sections 1 through 6 of Article VII
modified the indemnification and advance payment of expenses provisions of the
bylaws, including the imposition of limitations on mandatory indemnification in
certain circumstances as to certain persons. Other technical changes
to other bylaws provisions were adopted to be consistent with prevalent
practices at other companies.
The
description set forth above regarding the Company’s amended Bylaws is qualified
in its entirety by reference to the full text of such amended Bylaws, a copy of
which is filed as Exhibit 3.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits.
|
|
Exhibit
3.2
|
AMR
Corporation Amended and Restated Bylaws (as amended and restated January
20, 2009)
|
SIGNATURE
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.
AMR
CORPORATION
/s/ Kenneth W.
Wimberly
Kenneth
W. Wimberly
Corporate
Secretary
Dated: January
23, 2009
EXHIBIT
INDEX
Exhibit Description
3.2 AMR
Corporation Amended and Restated Bylaws (as amended and restated January 20,
2009)