- Current report filing (8-K)
April 30 2010 - 5:26PM
Edgar (US Regulatory)
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)
April 28,
2010
AMERIPRISE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-32525
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13-3180631
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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55 Ameriprise Financial Center
Minneapolis, Minnesota
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55474
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(Address of
principal executive offices)
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(Zip Code)
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Registrants telephone number,
including area code
(612) 671-3131
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))
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2010 annual
meeting of stockholders held on April 28, 2010, the stockholders of
Ameriprise Financial, Inc. (the Company) approved an amendment to the
Companys amended and restated certificate of incorporation (Certificate of
Incorporation), which will result in the declassification of the Companys
Board of Directors (Board). The Certificate
of Incorporation, as amended, is attached as Exhibit 3.1 to this Current
Report on Form 8-K.
On April 29, 2010, a
series of amendments to the Companys by-laws (By-Laws), approved by the
Board in February 2010, became effective upon stockholder approval of the aforementioned
amendment to the Certificate of Incorporation and the corresponding filing of a
certificate of amendment with the Secretary of State of the State of Delaware. These
amendments reflect recent changes in applicable law and update the By-Laws to
conform to the amendment to the Certificate of Incorporation. A summary of the
changes to the By-Laws is set forth below.
Amendments to Article I
of the By-Laws, entitled Stockholders, include: the clarification that
meetings of stockholders may be held by remote communication; the additional authority
granted to the Board, and other conforming changes, to bifurcate the record
date for stockholders entitled to receive notice of and the record date for
stockholders entitled to vote at a stockholder meeting; the additional
authority granted to the Board to adopt rules and regulations for the
conduct of stockholder meetings; the addition of certain procedural powers granted
to and obligations of the officer presiding over stockholder meetings; the
addition of certain disclosure requirements for stockholders seeking to submit
a nomination or proposal for an annual meeting; the clarification, and other
conforming changes, that the advance notice requirement for a stockholder
proposal related to business other than the nomination of a director shall be
deemed satisfied where the stockholder has notified the Company of its
intention to present the proposal in compliance with the Securities Exchange
Act of 1934 and such proposal has been included in the Companys proxy
statement; the addition of the requirement that a stockholder or stockholder
representative appear at the meeting of stockholders to present the nomination
or proposal made by such stockholder; and the clarification that a contested
election will occur if the number of candidates for the election of directors
exceeds the number of directors to be elected as of the tenth (10
th
) day preceding the date the Corporation first mails
its notice of meeting.
Amendments to Article II
of the By-Laws, entitled Board of Directors, include: the elimination of the
statement that the discretion of the Board may be limited by the By-Laws; the
elimination of the classified Board commencing in 2013, and other conforming
changes; the clarification that meetings do not need to occur in a specific
place; the clarification that, prior to the 2013 annual meeting of stockholders,
stockholders may only remove a director for cause and the addition of a new
provision providing that, after the 2013 annual meeting of stockholders,
stockholders may remove a director with or without cause; and the deletion of
the statement that the Boards ability to fill a vacancy on the Board is
subject to the Removal of Directors section of the By-Laws.
Amendments to Article III
of the By-Laws, entitled Committees, include: the deletion of the requirement
that a committee need be designated by a resolution adopted by a majority of
directors then in office; the addition of the election of the Company to be
governed by Section 141(c)(2) of the Delaware General Corporation
Law; the deletion of the requirement that committee proceedings be reported to
the Board at the Board meeting next following such proceedings; and the additional
authority granted to committee members to resign via an electronic transmission.
The amendment to Article IV
of the By-Laws, entitled Officers, grants officers the additional authority
to resign via an electronic transmission.
Amendments to Article V
of the By-Laws, entitled Capital Stock, include: clarifications as to the
directors and officers authorized to sign stock certificates; and clarifications
related to the aforementioned ability of the Board to bifurcate the record date
for stockholder notice and voting rights.
The Companys amended and
restated By-Laws are attached as Exhibit 3.2 to this Current Report on Form 8-K.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
The Companys 2010 annual meeting of
stockholder
s was held on April 28, 2010. At the meeting, the holders of 224,565,442
shares of common stock, which represents approximately 88 percent of the outstanding
shares entitled to vote as of the record date of March 1, 2010, were
represented in person or by proxy.
The results of the items voted on and
approved by the
stockholder
s at the meeting are set forth below.
Item 1
. In the vote on the election of two Class II directors, each for a
term of three years to expire at the 2013 annual meeting or until their
successors are elected and qualified, the for votes received by James M.
Cracchiolo and H. Jay Sarles represented approximately 98 percent and 99.5 percent,
respectively, of the shares voted at the meeting. The voting results were as follows:
2
Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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James M.
Cracchiolo
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204,708,294
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4,241,198
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104,335
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15,511,615
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H. Jay Sarles
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207,819,981
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1,043,301
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190,545
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15,511,615
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The directors whose terms continued after
the meeting are as follows:
Class I Directors
Term Expires in 2012
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Class III
Directors
Term Expires in 2011
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Warren D. Knowlton
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W. Walker Lewis
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Jeffrey Noddle
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Siri S. Marshall
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Robert F. Sharpe, Jr.
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William H. Turner
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Item 2
. The vote on the adoption and approval of an amendment to the Companys
Certificate of Incorporation
to declassify the Board resulted in for votes from approximately
99 percent of the shares voted. Total shares voted with respect to this item
represented approximately 88 percent of the total outstanding shares of the
Company entitled to vote at the meeting. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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223,432,415
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893,541
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239,486
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Item 3
. The non-binding advisory vote on executive compensation, philosophy,
objectives, and policies resulted in for votes from approximately 79 percent
of the shares voted. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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176,869,064
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46,321,530
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1,374,848
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Item 4
. The vote on the approval of an amended and restated Ameriprise Financial
2005 Incentive Compensation Plan resulted in for votes from approximately 77
percent of the shares voted. Total shares voted with respect to this item
represented approximately 82 percent of the total outstanding shares of the
Company entitled to vote at the meeting. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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160,858,123
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47,924,010
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271,694
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15,511,615
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Item 5
. The vote on the ratification of the selection by the Companys audit
committee of Ernst & Young LLP as the Companys independent registered
public accounting firm for 2010 resulted in for votes from approximately 99.9
percent of the shares voted. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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224,134,552
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298,470
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132,420
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Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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Exhibit 3.1
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Amended
Restated Certificate of Incorporation of Ameriprise Financial, Inc.
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Exhibit 3.2
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Amended and Restated By-Laws of Ameriprise Financial, Inc.
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3
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, thereunto
duly authorized.
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AMERIPRISE
FINANCIAL, INC.
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(Registrant)
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Date:
April 30, 2010
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By
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/s/
Thomas R. Moore
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Thomas
R. Moore
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Vice
President, Chief Governance Officer
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and Corporate
Secretary
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4
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