Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 6, 2022, the Board of Directors (the "Board") of Enphase Energy, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of April 6, 2022, in order to implement proxy access provisions allowing stockholders to nominate candidate(s) to serve on the Board and be included in the Company's proxy statement, subject to certain rules and requirements. Pursuant to the proxy access provision, inserted at subsection 5(h) of Article III in the Bylaws, a stockholder or a group of no more than twenty (20) stockholders owning three percent (3%) or more of the voting power of the Company's outstanding capital stock continuously for at least three (3) years may nominate and include director nominees constituting up to the greater of two (2) individuals or twenty percent (20%) of the number of directors in office in the Company's proxy statement for an annual meeting, provided that the stockholders satisfy the requirements specified in the Bylaws. The Bylaws also include certain conforming modifications to the advance notice provisions.

The preceding description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)Exhibits.
  Exhibit Number         Description
       3.1                 Amended and Restated Bylaws of Enphase Energy, Inc.
       104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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