Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 3, 2023, the Board of Directors (the "Board") of MACOM Technology
Solutions Holdings, Inc. (the "Company") approved the Fourth Amended and
Restated Bylaws of the Company (the "Amended Bylaws"), effective immediately,
with such amendments including updates to the advance notice provisions to
address the adoption by the Securities and Exchange Commission (the "SEC") of
"universal proxy" rules and other updates to conform with the Delaware General
Corporation Law (the "DGCL") regarding notice of adjourned stockholder meetings,
stockholder list requirements and stock certificate requirements.
With respect to stockholder nominees to the Company's Board, the Amended Bylaws
provide, among other things, (i) that stockholders must comply with the SEC's
newly adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (ii) that stockholders must include in an advance notice
of a director nomination, among other things, (a) a representation affirming
status as a stockholder of record of the Company and whether such stockholder of
record is entitled to vote at the meeting and intending to appear at the meeting
to present the nomination, (b) a representation as to such stockholder's
intention to solicit proxies in support of any director nominee other than the
Company's nominees in accordance with Rule 14a-19 under the Exchange Act and (c)
a statement as to whether a proxy statement and form of proxy will be delivered
to a sufficient number of holders of the Company's voting power in accordance
with Rule 14a-19 under the Exchange Act, if applicable, (iii) that, if any
stockholder provides notice of intent to solicit proxies pursuant to Rule 14a-19
under the Exchange Act, such stockholder must provide (a) prompt notice to the
Company if such stockholder fails to comply with the requirements of Rule
14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act and (b) upon request
by the Company, no later than five business days prior to the applicable
meeting, evidence that such stockholder has met the requirements of Rule
14a-19(a)(3) under the Exchange Act, (iv) that the Company may disregard any
proxies or votes solicited for a stockholder's nominee(s) if such stockholder
does not comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3)
under the Exchange Act or does not timely provide reasonable evidence sufficient
to satisfy the Company that it has met the requirements of Rule 14a-19(a)(3)
under the Exchange Act and (v) that the Company is not required to include in
its proxy materials any successor, substitute or replacement nominee after the
nomination deadline. The Amended Bylaws also provide that the white color proxy
card is reserved for exclusive use by the Company.
Additional changes to the Amended Bylaws to conform with the DGCL include (i)
allowing for notice of adjournment of stockholder meetings to be provided as
permitted under applicable law, (ii) eliminating the requirement for the Company
to make its stockholder list available during stockholder meetings and
clarifying the means by which, and the time period during which, the stockholder
list will be available before stockholder meetings and (iii) providing that any
two authorized officers of the Company may sign certificates of stock of the
Company.
The foregoing summary of the Amended Bylaws is qualified in its entirety by
reference to the full text of the Amended Bylaws, which are filed as Exhibit 3.1
to this report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
Fourth Amended and Restated Bylaws of MACOM Technology Solutions Holdings,
3.1 Inc.
104 Cover Page Interactive Data File (formatted within the Inline XBRL document)
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MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. 
