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


           Year.


On November 9, 2022, the Board of Directors (the "Board") of Qorvo, Inc. (the "Company") adopted the second amended and restated bylaws of the Company (the "Restated Bylaws"). The following description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

The Restated Bylaws include, without limitation, amendments to: (i) address matters regarding nominations of directors and proposals of other business at stockholder meetings in order to provide more information to the Board, including, without limitation, by (a) requiring additional information and representations in the notice(s) a stockholder is required to provide to the Company for director nominations or stockholder proposals, (b) modifying the time period for which notices to the Company must be provided to be timely for the Company's annual meeting of stockholders, and (c) addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (ii) clarify when an election of directors will be deemed "contested"; (iii) specify the Chairman of the Board's ability to set procedures for conducting stockholder meetings; (iv) update certain provisions to conform with recent amendments to the Delaware General Corporation Law, including, without limitation, electronic notice requirements, proxy expiration, stockholder list requirements and physical stock certificate requirements; and (v) implement a number of other non-substantive clarifications and refinements.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

3.1           Second Amended and Restated Bylaws of Qorvo, Inc., adopted on
            November 9, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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