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


            Year.

On January 9, 2023, the Board of Directors of Veeco Instruments Inc. ("Veeco"), adopted and approved the Company's Seventh Amended and Restated Bylaws (the "A&R Bylaws"), which became effective immediately upon adoption. Veeco's A&R Bylaws amend and restate Veeco's previously existing bylaws in their entirety to, among other things, (i) update provisions as a result of universal proxy rules adopted by the U.S. Securities and Exchange Commission with respect to the nomination of directors for election, including a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to provide reasonable evidence that certain requirements of such rule have been satisfied; and (ii) make certain other administrative, modernizing, clarifying and conforming changes.

The foregoing is qualified in its entirety by reference to the text of the A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the A&R Bylaws showing all changes made to the prior bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.                                Description
  3.1              Seventh Amended and Restated Bylaws of Veeco Instruments Inc.,
                 effective January 9, 2023
  3.2              Marked copy of Seventh Amended and Restated Bylaws of Veeco
                 Instruments Inc., effective January 9, 2023
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)




  2

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