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):
November 11, 2008
Kansas City Southern
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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1-4717
(Commission File Number)
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44-0663509
(IRS Employer
Identification No.) |
427
West
12th
Street
Kansas City, Missouri 64105
(816) 983-1303
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
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):
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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(e)
On November 11, 2008, the Compensation and Organization Committee of the Board of Directors (the
“Committee”) of Kansas City Southern (the “Company”) approved a salary of $320,000 per year for
Michael W. Upchurch, the Company’s Executive Vice President and Chief Financial Officer. Mr.
Upchurch was promoted to Executive Vice President and Chief Financial Officer, as reported in the
Company’s Current Report on Form 8-K filed by the Company on October 22, 2008.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
5.03(a)
On November 11, 2008, the Board of Directors of the Company approved an amendment and restatement
of the Company’s Bylaws (the “Bylaws”), effective immediately. A description of the provisions
amended (other than certain immaterial changes) and, if applicable, the previous provisions, is
provided below. This description is a summary of the amendments to the Bylaws and is qualified in
its entirety by reference to the Amended and Restated Bylaws (with amendments marked) filed
herewith as Exhibit 3.1 and incorporated herein by reference. A clean copy of the Amended and
Restated Bylaws is filed herewith as Exhibit 3.2.
Advance Notice Provisions. The Company’s advance notice provisions, which are set forth in Article
I, Sections 2, 9 and 11 of the Bylaws, have been amended and restated. As amended and restated,
these sections clarify and add new requirements to the advance notice requirements that
stockholders must follow in order to make either a director nomination or bring any other business
at an annual or special meeting of the stockholders. Article I, Sections 2(b) and 11(a) explicitly
provide that the provisions of these sections are the exclusive means for a stockholder to make
nominations or submit other business, other than proposals governed by Rule 14a-8 of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (which provides its own
procedural requirements). Article I, Sections 2, 9 and 11 set forth the requirements, timing and
information required to be provided to the Company about the stockholder making a nomination or
proposing business and the information to be provided to the Company about any nominee for the
Company’s Board of directors made by such stockholder.
Stockholder Nominations and Proposals for 2009 Annual Meeting. If a stockholder would like to make
a proposal at the Company’s 2009 Annual Meeting, including the nomination of a director candidate,
the Company must receive written notice of such proposal no later than the close of business on
November 27, 2008 in order that it may be considered for inclusion in the Company’s Proxy Statement
and form of proxy relating to that meeting. Stockholders wishing to submit director nominations
must deliver notice no earlier than December 2, 2008 and no later than the close of business on
February 2, 2009. For a proposal other than director nominations (other than a proposal requested
to be included in the Company’s Proxy Statement, as noted above) to be properly brought before the
meeting by a stockholder, the stockholder must give timely notice thereof no earlier than February
6, 2009 and no later than March 23, 2009. All such notices must comply with the applicable
provisions of the Company’s Amended and Restated Bylaws.
Any notice received by the Company after the above-referenced dates will be untimely. The Company
reserves the right to reject, rule out of order, or take other appropriate action with respect to
any proposal that does not comply with these and other applicable requirements. Nominees
recommended by stockholders of the Company in accordance with the Company’s advance notice
provision will be considered by the Nominating and Corporate Governance Committee of the Company’s
Board of Directors for recommendation for nomination by the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated Bylaws of Kansas City Southern (as adopted November 11, 2008), marked to
show the changes resulting from the amendment and restatement reported in this Current Report on
Form 8-K.
3.2
Amended and Restated Bylaws of Kansas City Southern (as adopted November 11, 2008).
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