Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 41K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 116K
6: R1 Document and Entity Information Document and HTML 48K
Entity Information
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- kamn-20221114_htm XML 24K
8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
4: EX-101.LAB XBRL Labels -- kamn-20221114_lab XML 71K
5: EX-101.PRE XBRL Presentations -- kamn-20221114_pre XML 35K
3: EX-101.SCH XBRL Schema -- kamn-20221114 XSD 11K
10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K
11: ZIP XBRL Zipped Folder -- 0000054381-22-000063-xbrl Zip 45K
(Registrant’s
telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock ($1 par value per share)
iKAMN
iNew
York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On November 14, 2022, the Board of Directors (the “Board”) of Kaman Corporation (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so further amended and restated, the “Bylaws”) to, among other things, update certain procedural requirements relating to director nominations by shareholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities Exchange Act of 1934 (“Rule 14a-19”),
which generally requires the use of universal proxy cards in director contests. The amendment and restatement also includes certain immaterial conforming, technical and non-substantive changes. The amendment and restatement, and the changes implemented thereby, were effective immediately upon adoption by the Board.
As amended and restated, Section 14 of Article II of the Bylaws provides that a shareholder’s written notice to the Secretary of the corporation in respect of a nomination of one or more persons for election to the Board of Directors must, among other things, (i) comply with the requirements of Rule 14a-19, (ii) include all information required by Rule 14a-19, and (iii) be accompanied by the written consent of each proposed nominee to being named or referred to as a nominee in any proxy statement
relating to the annual or special meeting called to elect directors. Revised Section 14 of Article II also provides that any such written notice shall be updated and supplemented to provide evidence that the person providing notice of any such nomination has solicited proxies from holders representing at least 67% of the voting power of the shares entitled to vote in the election of directors. Finally, revised Section 14 of Article II provides that any such update and supplement must be received by the Secretary of the corporation at the principal office of the corporation no later than 5 business days after the person files a definitive proxy statement in connection with such annual or special meeting.
The foregoing summary of the amendments effectuated by the amendment and restatement of the Bylaws does
not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are filed with this report:
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
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.
