Item 3.03 Material Modifications to Rights of Security Holders.
The description of the Restated Bylaws (as defined below) included under Item
5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 15, 2022, Kim Le, a member of the Board of Directors of GSI
Technology, Inc. (the "Corporation") and the Chair of the Audit Committee
thereof, resigned from the Board of Directors and the Audit Committee for
personal reasons. Ms. Le did not advise the Corporation of any disagreement with
the Company on any matter relating to its operations, policies or practices.
Following Ms. Le's resignation, Jack Bradley, another member of the Audit
Committee and the Lead Director, was elected Chair of the Audit Committee and
director Elizabeth Cholawsky joined the Audit Committee. Additionally, Barbara
Nelson was elected to replace Mr. Bradley as the Chair of the Nominating and
Corporate Governance Committee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 15, 2022, the Board of Directors of the Corporation adopted
amendments (the "Amendments") to the amended and restated bylaws of the
Corporation (the "Restated Bylaws"). The Amendments include the decrease in the
size of the Board of Directors from eight (8) to seven (7) members, revisions to
use gender neutral terms, and the incorporation of enhanced procedural mechanics
and disclosure requirements with respect to stockholder nominations of directors
made in connection with annual and special meetings of stockholders, including
without limitation, by (i) requiring a stockholder delivering a notice pursuant
to the advance notice provisions of the Bylaws to comply with the requirements
of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and make related undertakings, including to provide reasonable
evidence that the undertakings have been satisfied; (ii) requiring stockholders
directly or indirectly soliciting proxies from other stockholders to use a proxy
card color other than white; (iii) requiring additional disclosures from
nominating stockholders and proposed nominees; (iv) requiring that proposed
nominees make themselves available for and submit to interviews by the Board or
any Board committee within ten (10) days following the date of any reasonable
request therefor from the Board or any Board committee; and (v) requiring that,
unless required by applicable law, if, after such stockholder provides notice
pursuant to Rule 14a-19(b) under the Exchange Act and subsequently fails either
to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange
Act or to provide documentation reasonably satisfactory to the Company that such
stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the
Exchange Act (upon request by the Corporation), then such nomination will be
disregarded and no vote on such nominee proposed by such stockholder will occur.
The Amendments were made to Article I, Sections 1.2-1.11, Article II, Sections
2.2, 2.4, 2.7 and 2.15, Article III, Sections 3.1, 3.6 and 3.7 and Article IV,
Section 4.2 of the Bylaws. In addition to the provisions described above, the
Amendments include various conforming and clarifying changes.
The foregoing description of the Amendments does not purport to be complete and
is qualified in its entirety by reference to the full text of the Restated
Bylaws attached hereto as Exhibit 3.1, which is incorporated into this Item 5.03
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Amended and Restated Bylaws of GSI Technology, Inc.
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