Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Bylaws
On
(i) Add proxy access provisions that permit a stockholder, or a group of up to 20
stockholders, owning 3% or more of the Company's outstanding common stock continuously for at least three years to nominate one director and include such nomination in the Company's proxy materials, provided that the stockholder(s) and the nominee satisfy the requirements specified in the Amended Bylaws;
(ii) Update the indemnification provisions for relevant changes in line with current
market practices;
(iii) Incorporate additional disclosure requirements with respect to any
director-nominee and the nominating stockholder in contested elections;
(iv) Adopt other changes to conform with updates to the
Law; and
(v) Eliminate certain provisions that are no longer applicable to the Company.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description 3.1 Amended and Restated Bylaws ofMonolithic Power Systems, Inc. , effectiveApril 26, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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