Delaware
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1-13988
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36-3150143
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Tower Lane, Suite 1000
Oakbrook
Terrace, Illinois
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60181
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(Address
of principal executive offices)
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(Zip
Code)
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·
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Change
the advance notice deadlines for director nominations and stockholder
proposals such that any nomination or proposal must be given and received
by the Company at the principal executive offices of the Company, (i) with
respect to an annual meeting of stockholders, at least 90 days prior to
the anniversary date of the immediately preceding annual meeting, and (ii)
with respect to a special meeting of stockholders, the close of business
on the tenth day following the date on which notice of such meeting is
first sent or given to
stockholders;
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·
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Expand
the disclosure a stockholder must provide, under the Company’s advance
notice by-law, when submitting a proposal for consideration at an annual
or special stockholders meeting, or to nominate for election as directors
at any stockholders meeting, to include, among other things, disclosure of
derivative transactions in the Company’s stock and arrangements among
stockholders and other associated
persons;
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·
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Provide
that the stockholder notice provisions of Article II, Section 8 shall be
the exclusive means for a stockholder to bring business before an annual
or special stockholders meeting, or to nominate persons for elections as
directors at any stockholders meeting duly called for the election of
directors, other than any proposal made pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 (the “Exchange Act”);
and
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·
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Clarify
that any adjournment or postponement of a stockholders’ meeting or the
announcement thereof will not commence a new time period for the giving of
a stockholder’s notice regarding proposals or director
nominations.
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DEVRY
INC.
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(Registrant)
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Date:
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February
17, 2009
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By:
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/s/
Richard M. Gunst
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Richard
M. Gunst
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Senior
Vice President, Chief Financial Officer
and
Treasurer
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Exhibit
Number
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Description
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3.1
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Amended
and Restated By-Laws of DeVry Inc., as amended as of February 11,
2009
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3.2
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Amendments
to Amended and Restated By-Laws of DeVry Inc., effective February 11,
2009.
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