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): December 15, 2011
City National Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10521 |
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95-2568550 |
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(State or other Jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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of Incorporation) |
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City National Plaza, 555 S. Flower St., Los Angeles, CA |
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90071 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (213) 673-7700
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:
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
(a) Amendment to Bylaws
On December 14, 2011, the Board of Directors of City National Corporation (the “Company”) approved an amendment, effective immediately, to Article III, Section 1 to the Company’s Bylaws to provide that directors are elected by a majority of the votes cast, except in the case of an election for directors in which there are one or more stockholder nominees, in which case a plurality standard shall govern. A copy of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference. At the same time, the Board of Directors adopted a related amendment to its Corporate Governance Guidelines, a copy of which is posted at http://www.cnb.com/ir/governance/guidelines.asp.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Exhibit Title or Description |
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3.1 |
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City National Corporation Bylaws, as amended December 14, 2011 |
SIGNATURE
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.
December 15, 2011
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CITY NATIONAL CORPORATION | |
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By: |
/s/ Michael B. Cahill |
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Michael B. Cahill |
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Executive Vice President, General Counsel and Corporate Secretary |