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

On November 17, 2020, the Board of Directors (the "Board") of Glaukos Corporation (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"). In addition to purely ministerial or minor conforming changes, these amendments principally provide for the following:

Updates to the advance notice provisions in Section 2.4 of the Bylaws to

require each nominee for director to complete a written questionnaire with

respect to the nominee's background, qualifications, stock ownership and

independence and to provide certain other representations and agreements to the

Company regarding compliance with the Company's corporate governance and other

? policies applicable to directors of the Company, voting commitments or

compensatory arrangements with another party that have not been disclosed to

the Company and the nominee's current intent to serve as a director for the

full term for which the nominee is standing for election. The changes to

Section 2.4 of the Bylaws also clarify that the number of nominees a

stockholder may nominate for election at a stockholders' meeting cannot exceed

the number of directors to be elected.

Clarification in Section 2.8 of the Bylaws of the authority of the chairperson

? to conduct a stockholders' meeting, including authority to adjourn a meeting,

and the Board's authority to postpone, reschedule or cancel a previously

scheduled stockholders' meeting.

Updates to various provisions of the Bylaws, including Sections 2.5, 7.1 and

? 7.2, to permit electronic notices in accordance with recent amendments to the

Delaware General Corporation Law.

Revisions to Sections 2.12 and 3.9 of the Bylaws to clarify the expanded

flexibility for electronic delivery of proxies and written consents in

? accordance with recent amendments to the Delaware General Corporation Law, and

the addition of a new Section 9.5 to clarify and permit the use of electronic

signatures for consents, agreements, certificates or other instruments executed

on behalf of the Company.

Addition of a new Section 9.4 providing for the federal district courts of the

United States as the exclusive forum for the resolution of any complaint

asserting a cause of action under the Securities Act of 1933, as amended,

unless the Company consents in writing to the election of an alternative forum.

The new Section 9.4 also incorporates into the Bylaws the existing state

? exclusive forum provision from Article X of the Company's Certificate of

Incorporation, which provides for the Court of Chancery of the State of

Delaware for certain disputes between the Company and its stockholders,

including derivative actions, claims involving a breach of fiduciary duty by a

director, officer, employee or its stockholders, actions asserting claims under

the Delaware General Corporation Law, the Certificate of Incorporation or the

Bylaws and actions governed by the internal affairs doctrine.

? Revisions to Article V to clarify the Company's required officer positions.

Revisions to Section 6.1 to permit any two authorized officers (rather than

? specified combinations of officers) to sign stock certificates on behalf of the

Corporation.




Item 9.01  Financial Statements and Exhibits.



(d) Exhibits




Exhibit     Description
3.1           Amended and Restated Bylaws of Glaukos Corporation
            Cover Page Interactive Data File (embedded within the Inline XBRL
104         document)




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