Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 8, 2022, the Board of Directors (the "Board") of IPG Photonics
Corporation (the "Company") amended and restated the Company's amended and
restated bylaws (as amended, the "Amended and Restated Bylaws"). In addition to
certain technical, conforming and clarifying changes, these amendments include
the following changes:
Advance Notice-Universal Proxy. The Amended and Restated Bylaws now incorporate
the new universal proxy rule (Rule 14a-19) promulgated by the U.S. Securities
and Exchange Commission ("SEC") into the advance notice provisions applicable to
director nominations. A new provision has been added to Section 3.12 of the
Amended and Restated Bylaws to require a stockholder providing advance notice of
director nominations to represent to the Company whether the stockholder will
solicit proxies for its nominees under the universal proxy requirements of Rule
14a-19. Further, such stockholder shall be required to provide reasonable
evidence, within 5 business days prior to the stockholder meeting, that it has
met the universal proxy requirements of Rule 14a-19 and if a stockholder does
not comply with the requirements of the SEC's universal proxy rule, including
soliciting at least 67% of the voting power of shares entitled to vote in the
election of directors, the nomination will be disregarded.
Other Updates. The Amended and Restated Bylaws also include the following
additional updates: (i) revisions relating to adjournment procedures for
meetings of stockholders to address recent amendments to the Delaware General
Corporation Law ("DGCL"), (ii) elimination of the requirement to make a
stockholder list available for examination at meetings of stockholders as
provided for by the recent DGCL amendments, and (iii) revisions to clarify the
use of electronic notices and records in accordance with the DGCL.
The Amended and Restated Bylaws are effective November 8, 2022. 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 Amended and Restated Bylaws of IPG Photonics Corporation
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