CORPORATION (OTCMKTS:CCYPQ) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
Amendment to Second Restated Certificate of
Incorporation
The information set forth in the Introductory Note and Item 5.07
is incorporated herein by reference.
On March23, 2017, the Company filed a Certificate of Amendment
(the Certificate of Amendment) to the Certificate of
Incorporation with the Secretary of State of the State of
Delaware effecting an amendment to eliminate cumulative voting in
the election of directors, which amendment was approved by the
Companys stockholders. The Certificate of Amendment is attached
hereto as Exhibit3.1 and incorporated herein by reference.
Amendment to Amended and Restated Bylaws
Also on March23, 2017, amendments to the Companys Amended and
Restated Bylaws (so amended, the Bylaws) to add a new
Section2.16 to the Bylaws, allowing eligible stockholders to
include their director nominees in the Companys annual meeting
proxy materials (the Proxy Access Bylaw), became effective
upon the Companys filing of the Certificate of Amendment. Under
the Proxy Access Bylaw, any stockholder, or group of up to 20
stockholders, owning 3% or more of the Companys outstanding
common stock continuously for at least three years is eligible to
nominate and include in the Companys annual meeting proxy
materials director nominees constituting up to the greater of two
directors or 20% of the directors then serving on the Board of
Directors, provided that the nominating stockholder(s)and the
director nominee(s)satisfy the requirements and follow the
procedures specified in the Proxy Access Bylaw. If an individual
proxy access director nominee does not receive at least 25% of
the votes cast for election of that nominee, the Proxy Access
Bylaw prohibits the re-nomination of that individual under the
Proxy Access Bylaw for the next two annual meetings. The Proxy
Access Bylaw became effective upon filing of the Certificate of
Amendment with the Secretary of State of the State of Delaware,
and proxy access will first be available in connection with the
annual meeting following the 2017 Annual Meeting of Stockholders.
Also on March23, 2017, amendments to (i)adopt a majority vote
standard for the election of directors in uncontested elections
and a plurality vote standard for the election of directors in
contested elections, (ii)eliminate certain duplicative cumulative
voting procedures and (iii)make minor conforming changes to the
advance notice provisions of Section2.15 and the special meeting
provisions of Section2.3 in light of the Proxy Access Bylaw, as
well as other miscellaneous minor wording and technical
amendments, became effective upon the filing of the Certificate
of Amendment with the Secretary of State of the State of
Delaware.
The foregoing description of the amendments to the Bylaws is
qualified in its entirety by reference to the full text of the
Bylaws as amended, attached hereto as Exhibit3.2 and incorporated
herein by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders
On March23, 2017, the following proposal was approved by a
majority of the Companys outstanding shares of common stock as
of February27, 2017, the record date for the Consent
Solicitation:
An amendment to the Companys Certificate of Incorporation to
eliminate cumulative voting in the election of directors.
The final results of the voting on the above proposal are set
forth below:
|
|
Consent |
|
WithholdConsent |
|
Abstain |
|
|
Total Votes |
214,046,336 |
10,385,054 |
434,874 |
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
|
Exhibit No. |
|
Description |
|
3.1 |
Certificate of Amendment to Second Restated Certificate |
|
|
3.2 |
Amended and Restated Bylaws of Cypress Semiconductor |
CORPORATION (OTCMKTS:CCYPQ) Recent Trading Information
CORPORATION (OTCMKTS:CCYPQ) closed its last trading session 00.00000 at 0.00010 with 400 shares trading hands.