UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, 2023, the Board of Directors of the Company (the “Board”) approved and adopted the Sixth Amended and Restated Bylaws (“Restated Bylaws”), effective immediately. The Restated Bylaws were adopted to:
| · | revise the advance notice procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company in order to require, if applicable, compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended; | |
| · | require stockholder-nominated directors to agree to comply with the Company’s policies and to disclose certain issues relating to independence, outside compensation and conflicts of interest; | |
| · | modify the provisions relating to adjournment and postponement procedures for stockholder meetings; and | |
| · | provide for the process of dematerializing physical stock certificates and issuing uncertificated shares. |
The foregoing does not constitute a complete summary of the amendments to the Company’s Restated Bylaws and is qualified in its entirety by reference to the complete text of the Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Sixth Amended and Restated Bylaws of Silicon Laboratories Inc. |
| 104 | Cover Page interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILICON LABORATORIES INC. | ||
| April 21, 2023 | /s/ John C. Hollister | |
| Date | John C. Hollister | |
| Senior Vice President and | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||