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): July 16, 2012	
 
OSHKOSH CORPORATION
(Exact name of registrant as specified in its charter)

Wisconsin	 	1-31371	 	39-0520270	
(State or other
jurisdiction of
incorporation)	 	(Commission File
Number)	 	(IRS Employer
Identification No.)	
 
P.O. Box 2566, Oshkosh, Wisconsin 54903
(Address of principal executive offices, including zip code)
 
(920) 235-9151
(Registrant’s telephone number, including area code)
 
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 .
 
Effective July 16, 2012, the Board of Directors (the “ Board of Directors ”) of Oshkosh Corporation (the “ Company ”) approved amendments (the “ Amendments ”) to the By-Laws of the Company (the “ By-Laws ”).  The Amendments eliminate a requirement in Section 3.04 of the By-Laws that the Board of Directors hold a regular meeting immediately following any annual meeting of the shareholders of the Company.  In addition, the Amendments revise the language of Section 3.05 of the By-Laws regarding the manner of calling a special meeting of the Board of Directors to provide that a special meeting may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or the Secretary and shall be called by the Secretary upon written request of a majority of the directors then in office.  Finally, Section 3.06 of the By-Laws as amended by the Amendments confirms that email is a permitted means of providing notice to directors of a meeting of the Board of Directors.
 
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
 
Item 9.01 .              Financial Statements and Exhibits .
 
(a)            Not applicable.
 
(b)            Not applicable.
 
(c)            Not applicable.
 
(d)            Exhibits .  The following exhibit is being furnished herewith:
 
(3.1)         Amendments to Oshkosh Corporation By-Laws, effective July 16, 2012.
 
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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.

 	OSHKOSH CORPORATION	

Date: July 20, 2012	By:	/s/ Bryan J. Blankfield	
 	 	Bryan J. Blankfield	
 	 	Executive Vice President, General Counsel and Secretary	
 
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OSHKOSH CORPORATION
 
Exhibit Index to Current Report on Form 8-K
Dated July 16, 2012

Exhibit	 	 	
Number	 	 	
 	 	 	
(3.1)	 	Amendments to Oshkosh Corporation By-Laws, effective July 16, 2012.	
 
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Exhibit 3.1
 
Effective July 16, 2012
 
AMENDMENTS TO BY-LAWS
 
OF
 
OSHKOSH CORPORATION
(a Wisconsin corporation)
 
Section 3.04 of the By-Laws is amended to read as follows:
 
3.04         Regular Meetings .  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of regular meetings without other notice than such resolution.
 
Section 3.05 of the By-Laws is amended to read as follows:
 
3.05         Special Meetings .  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or the Secretary and shall be called by the Secretary upon the written request of a majority of the directors then in office.  If such meeting shall be called upon the written request of a majority of the directors, the date of the meeting shall be within ten days of receipt by the Secretary or, in his absence by any Assistant Secretary, of their request, at a time determined by such officer.  The Chairman of the Board, the Chief Executive Officer or the Secretary calling any special meeting of the Board of Directors, except as otherwise provided by by-law, may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin.
 
The first sentence of Section 3.06 of the By-Laws is amended to read as follows:
 
Notice of meetings of the Board of Directors (unless otherwise provided pursuant to Section 3.04) shall be given by written notice delivered personally or mailed or given by email, telegram or facsimile to each director at his or her business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less five days if by mail and not less than forty-eight hours if by email, telegram, telephone, teletype, telegraph, facsimile or other form of wire or wireless communication, or personal delivery.