SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 7, 2008
(Date of earliest event reported)
FLOW INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
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Washington
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0-12448
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91-1104842 |
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(State or other
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(Commission File Number)
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(I.R.S. Employer |
jurisdiction of incorporation)
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Identification Number) |
23500 64th Avenue South, Kent, Washington 98032
(Address of principal executive offices, zip code)
Registrants telephone number, including area code:
(253) 850-3500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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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 By-laws
The Board of Directors of Flow International Corporation (the Company) amended Article II Section
2 of the Companys By-laws, effective May 7, 2008. The amended provision of the Companys By-laws
provides for a majority voting standard for the election of directors.
Under the new provision, in a non-contested election, a director must receive a majority of the
votes cast. If a director does not receive the required majority of votes cast, then he or she
remains on the Board until the earlier of (i) ninety (90) days after the vote is counted; (ii) the
date that the Board appoints a replacement; or (iii) the directors resignation. During that
ninety (90) day period, the Nominating and Governance Committee will consider and recommend to the
Board, and the Board will decide and disclose publicly, whether to fill the office of the nominee
who failed to receive a majority of the votes cast.
The prior provision of the By-laws required that, in order to be elected, a director receive a
plurality of the votes present at a meeting. The new provision of the By-laws also removes a
restriction that limited the Board to nine directors.
The foregoing summary is qualified in its entirety by reference to the text of the amended By-laws,
a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and which is
incorporated by reference herein.
ITEM 9.01. Exhibits
(d) Exhibits
3.1 Amended Bylaws.