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Cabot Corporation (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):   January 8, 2016

Cabot Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-5667 04-2271897
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Two Seaport Lane, Suite 1300, Boston, Massachusetts   02210-2019
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   617-345-0100

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2016, Henry McCance submitted his resignation from the Board of Directors of Cabot Corporation in accordance with the Company’s retirement policy for non-employee directors. His retirement is effective at Cabot’s Annual Meeting of Stockholders to be held on March 10, 2016. Mr. McCance, who has served as a director of Cabot since 2005, currently serves on the Compensation Committee, which he chairs, the Executive Committee and the Governance and Nominating Committee.





Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective January 8, 2016, the Board amended Cabot’s By-laws to designate the courts in Delaware to serve as the exclusive venue for certain shareholder and intracorporate litigation, unless otherwise consented to by Cabot.

The text of the new Section 16 of Cabot’s By-laws which includes this provision is attached to this report as Exhibit 3.1. The description of the By-law amendment contained in this report is qualified in its entirety by reference to the full text of new Section 16.





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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.

         
    Cabot Corporation
          
January 14, 2016   By:   Brian A. Berube
       
        Name: Brian A. Berube
        Title: Senior Vice President and General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  Amendment to the By-Laws of Cabot Corporation adopted January 8, 2016
EX-3.1

Exhibit 3.1

AMENDMENT TO THE BY-LAWS OF CABOT CORPORATION

The By-laws of Cabot Corporation were amended, effective January 8, 2016, to add the following new Section 16:

Section 16. Exclusive Forum.

16.1 Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation will be deemed to have notice of and consented to the provisions of this Section 16.

16.2 If any Foreign Action (as defined below) is filed in the name of any stockholder, such stockholder will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 16.1 above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. A “Foreign Action” means any action the subject matter of which is within the scope of Section 16.1 that is filed in a court other than a court located within the State of Delaware.