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

On August 1, 2022, the Board of Directors (the "Board") of Penumbra, Inc. (the "Company") adopted the Second Amended and Restated Bylaws of the Company (the "Amended Bylaws"), effective as of such date, to add the Proxy Access Bylaw (as defined below).

The Amended Bylaws permit eligible stockholders to nominate candidates for election to the Board and to include such nominees in the Company's proxy statement for any annual meeting of stockholders in accordance with procedures providing for proxy access (the "Proxy Access Bylaw"). The Proxy Access Bylaw may be used by an eligible stockholder, or group of up to 20 eligible stockholders, who has continuously owned at least 3% of the outstanding shares of the Company's common stock, measured as of the most recent date for which such amount is disclosed in a filing by the Company with the Securities and Exchange Commission prior to the submission of the proxy access notice (the "Minimum Number"), for at least the three-year period preceding and including the date of submission of the proxy access notice, and who continues to hold the Minimum Number through the date of the applicable meeting of stockholders, provided that the eligible stockholder(s) and the director nominee(s) satisfy the requirements specified in the Proxy Access Bylaw. The Proxy Access Bylaw further provides that an eligible stockholder, or a group of eligible stockholders, may nominate up to the greater of (i) 25% of the total number of directors of the Company as of the last day on which a proxy access notice may be submitted, rounded down to the nearest whole number, or (ii) two directors, subject to reduction in the event a director has been elected to the Board through proxy access at one of the three immediately preceding annual meetings of the Company's stockholders and whose reelection at such annual meeting is being recommended by the Board. The Amended Bylaws also contain conforming and clarifying changes related to the notice requirements for director nominations by stockholders at meetings of stockholders.

The Proxy Access Bylaw will first become available in connection with the Company's 2023 annual meeting of stockholders.

The foregoing description does not constitute a complete summary of the Amended Bylaws and is qualified by reference in its entirety to the full text of the Amended Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.




Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits.
Exhibit Number                Description
  3.1                         Second Amended and Restated Bylaws of Penumbra, Inc.
                              Cover Page Interactive Data File (formatted as Inline Extensible
104                           Business Reporting Language).

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