Delaware | 0-29100 | 22-3264604 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1818 Market Street, Philadelphia, PA |
19103 |
|
(Address of principal executive offices) | (Zip Code) |
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)) |
| Permit stockholder meetings to be held by remote communication in lieu of physical meetings; |
| Establish advance notice procedures with respect to (i) a stockholders nomination of a candidate for election as a director and (ii) any other business proposed to be brought before a meeting of stockholders, which procedures include the submission of specified information regarding the proponent and the proposal or nominee, as applicable, the failure to comply with which would allow ERT to disregard the nomination or proposal for having failed to have been properly brought before the meeting; |
| Permit notice of stockholder meetings and special Board meetings to be given electronically; |
| Clarify that directors are elected by a plurality of the votes cast; |
| Delete the requirement of an annual meeting of directors; |
| Conform the notice period for special board meetings to four days if given by mail and 24 hours if given by any other permitted means; |
| Permit director consents to be given electronically; |
| Delete the provisions regarding existing standing committees of the board; and |
| Substantially revised the provisions relating to officers to (i) require only a president and secretary while permitting, in the Boards discretion, a chief executive officer, a chief financial officer, a treasurer, one or more vice presidents and one or more assistant vice presidents, treasurers and secretaries and (ii) delete the specific duties for the various officers. |
Exhibit 3.1 | Amended and Restated Bylaws |
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Exhibit 99.1 | Press release dated August 1, 2011 of eResearchTechnology, Inc. |
eResearchTechnology, Inc. (Registrant) |
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Date: August 1, 2011 | By: | \s\ Keith D. Schneck | ||
Keith D. Schneck, | ||||
Executive Vice President, Chief Financial Officer and Secretary |
Exhibit No. | Exhibit | |||
3.1 | Amended and Restated Bylaws |
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99.1 | Press Release dated August 1, 2011 of eResearchTechnology, Inc. |
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