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

Amended and Restated Bylaws

On April 26, 2022, the Board of Directors of Monolithic Power Systems, Inc. (the "Company") approved the Amended and Restated Bylaws (the "Amended Bylaws"), which became effective immediately. The Amended Bylaws, among other things:

(i) Add proxy access provisions that permit a stockholder, or a group of up to 20


    stockholders, owning 3% or more of the Company's outstanding common stock
    continuously for at least three years to nominate one director and include such
    nomination in the Company's proxy materials, provided that the stockholder(s)
    and the nominee satisfy the requirements specified in the Amended Bylaws;

(ii) Update the indemnification provisions for relevant changes in line with current

market practices;

(iii) Incorporate additional disclosure requirements with respect to any

director-nominee and the nominating stockholder in contested elections;

(iv) Adopt other changes to conform with updates to the Delaware General Corporation

Law; and

(v) Eliminate certain provisions that are no longer applicable to the Company.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit   Description

3.1         Amended and Restated Bylaws of Monolithic Power Systems, Inc.,
          effective April 26, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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