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 3, 2008
___________
LANDAMERICA
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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1-13990
(Commission
File
Number)
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54-1589611
(I.R.S.
Employer
Identification
No.)
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5600
Cox Road
Glen Allen,
Virginia
(Address
of principal executive offices)
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23060
(Zip
Code)
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Registrant’s
telephone number, including area code: (804) 267-8000
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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))
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Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Monday, November 3, 2008, the Board of Directors of LandAmerica Financial Group,
Inc. (the “Company”) amended and restated the Company’s Bylaws to clarify and
confirm the Company’s advance notice provisions for proposals and director
nominations to be considered at the annual meeting of shareholders and to
require additional detail from shareholders and beneficial owners making such
proposals and director nominations. The amendments specify that the
notice of a proposal or nomination must contain complete and correct information
as of the date of the notice. The amendments further clarify that
provisions pertaining to the information that shareholders have to provide also
pertain to beneficial owners of the shares making proposals or
nominations. The shareholder’s or beneficial owner’s notice of a
proposal or nomination now must include detailed disclosure of the nature of the
holder’s ownership of interests in the Company’s securities including ownership
of any derivative instruments, rights to vote shares, ownership of short
interests, rights to dividends separate from shares, ownership through
partnerships and rights to performance-related fees. The notice must
also describe any agreements between the shareholder or beneficial owner and any
other person in connection with a shareholder’s proposal and contain any other
information that would be required to be disclosed in a proxy statement as well
as any material interest of the shareholder or beneficial owner in the business
matter covered by the proposal. The amendments clarify that, subject
to the rights of preferred shareholders, only the Company’s Chief Executive
Officer and Board of Directors may bring business before a special meeting of
shareholders.
With
respect to nominations for directors, the Bylaws amendments require that the
notice contain information about nominating shareholders and beneficial owners
similar to that required of shareholders and beneficial owners proposing
business. Additionally the notice now must disclose any compensation
arrangements between the nominee and the shareholder or beneficial owner making
the nomination, any agreements among such parties, any information required to
be disclosed in a proxy statement for a contested election and any material
interest of the shareholder or beneficial owner in the
nomination. Nominees are required to furnish information to the
Company, as requested, so that the Company can determine the eligibility of a
nominee and assess the independence of the nominee.
Regardless
of whether the shareholder is making a new proposal or a nomination, the
amendments clarify that adjournment or postponement of a meeting does not start
a new time period in which the shareholder can provide notice of a proposal or
nomination and that information must be updated as of the record date for the
meeting not later than ten days after the record date. Shareholder
approval was not required for these amendments. A copy of the
Company’s Amended and Restated Bylaws is being filed herewith as Exhibit 3.1 and
is incorporated into this Item 5.03 by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Number Description
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3.1
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Amended
and Restated Bylaws of LandAmerica Financial Group,
Inc.*
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* Filed
herewith
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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LANDAMERICA
FINANCIAL GROUP, INC.
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(Registrant)
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Date: November
7, 2008
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By:
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/S/ Michelle H. Gluck |
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Michelle
H. Gluck
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Executive
Vice President & Chief Legal
Officer
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EXHIBIT INDEX
Exhibit
No. Description
3.1 Amended
and Restated Bylaws
4