Form 8-K
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 Report (Date of earliest event reported): February 15, 2011
GOODRICH CORPORATION
(Exact name of registrant as specified in its charter)
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| New York
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1-892
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34-0252680 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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Four Coliseum Centre 2730 West Tyvola Road
Charlotte, North Carolina
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28217 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (704) 423-7000
(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:
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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)) |
Section 5 — Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 15, 2011, our Board of Directors approved an amendment to our By-Laws effective
February 15, 2011 deleting Article III, Section 4 which prohibited the nomination of an individual
for election at an annual meeting who, prior to such annual meeting, had attained age 72 and the
election of an individual who had attained age 72 to fill a vacancy on the Board. A copy of the
Company’s By-Laws, as amended, is filed as Exhibit 3.1 and is incorporated herein by reference.
The preceding summary is not intended to be complete and is qualified in its entirety by reference
to such By-Laws.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit 3.1.
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By-Laws of Goodrich Corporation (as amended through February 15, 2011) |
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.
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GOODRICH CORPORATION
(Registrant)
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| Date: February 16, 2011 |
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/s/ Vincent M. Lichtenberger
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Vincent M. Lichtenberger |
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Assistant Secretary |
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EXHIBIT INDEX
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| Exhibit 3.1.
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By-Laws of Goodrich Corporation (as amended through February 15, 2011) |