UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 22, 2020, the Board of Directors (the “Board”) of Onto Innovation Inc. (the “Company”) adopted an amendment to Article 3, Section 3.2 of the Company’s Amended and Restated Bylaws (the “Bylaws”) stating that the number of directors that constitute the entire Board must be determined from time to time by resolution adopted by the Board and that directors are to be elected at the annual meeting of stockholders, except as provided in Section 3.4. The Company’s Bylaws formerly stated that the Board would consist of 12 members.
The Board also amended Article 3, Section 3.12 (Removal of Directors) to comport with Delaware General Corporation Law (DGCL). This summary of the Bylaw amendments is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this filing by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
Onto Innovation Inc.
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Date: January 24, 2020 |
By: /s/ Robert A. Koch |
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Robert A. Koch VP, General Counsel & Secretary for SEC filings |