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

On August 18, 2020, the Board of Directors (the "Board") of IPG Photonics Corporation (the "Company") amended and restated the Company's amended and restated Bylaws, dated March 5, 2019 (the "Amended and Restated Bylaws") to clarify certain corporate procedures and make certain other enhancements and technical changes with respect to procedures relating to the stockholders meetings, other stockholder actions and Board actions and powers in emergency circumstances. The changes effected by the Amended and Restated Bylaws include, without limitation, the following:



•clarifying that the Board may postpone, adjourn, recess, reschedule or cancel a
stockholder meeting;
•updating the procedures for establishing quorum at stockholder meetings;
•clarifying the powers of the Board and the person presiding over a stockholder
meeting to regulate conduct at such stockholder meetings;
•updating the advance notice provisions for director nominations and stockholder
proposals at stockholder meetings;
•updating the procedures relating to fixing the date for determination of
stockholders of record and the provisions relating to stockholder action without
a meeting; and
•clarifying the procedures for filling Board vacancies.

The Amended and Restated Bylaws are effective August 18, 2020. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.               Description
Exhibit 3.2                 A    mended and R    estated Bylaws of IPG Pho    tonics Corporation

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