COHERENT,INC. (NASDAQ:COHR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January28, 2018, the Board of Directors of Coherent,Inc. (the “Company”) unanimously approved amending and restating the Company’s bylaws (the “Bylaws”). This amendment implements “proxy access,” under which eligible stockholders of the Company may have their director nominee or nominees, as the case may be, included in the Company’s proxy statement and form of proxy card for the Company’s annual meetings of stockholders (beginning with annual stockholder meetings held after January1, 2019). Under the Bylaws as amended and restated, a stockholder, or a group of no more than 20 stockholders, may nominate a number of director nominees not to exceed 20% (or, if such amount is not a whole number, the closest whole number below 20%) of the number of directors in office as of the last day on which a Nomination Notice (as defined in the Bylaws) may be given. To be eligible, such stockholder, or group of stockholders, must have owned 3% or more of Company’s common stock continuously for at least 3 years as of both (i)a date within seven calendar days prior to providing a nomination notice and (ii)the applicable record date for determining stockholders entitled to vote at the Company’s annual meetings of stockholders. In addition, such stockholder must continue to hold the required shares through the date of the annual meeting of stockholders or any adjournment or postponement thereof.
The foregoing summary of the amendment to the Bylaws is qualified in its entirety by the amended and restated Bylaws, a copy of which is attached hereto as Exhibit3.1 and are incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits