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

On April 24, 2023, the Board of Directors of UFP Technologies, Inc. (the "Company") approved the Company's Second Amended and Restated Bylaws (the "Second A&R Bylaws"), effective as of such date. The Second A&R Bylaws amended and restated the Company's prior Bylaws in its entirety primarily to update certain procedural requirements related to director nominations by stockholders in light of the Securities and Exchange Commission's recent adoption of Rule 14a-19 and amendments to existing rules under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules"). Among other things, the amendments effected by the Second A&R Bylaws:

· added certain updated procedures in connection with stockholder proposals to be


   brought before an annual meeting of stockholders, including certain additional
   information requirements with respect to the stockholder making the proposal;

· added certain updated procedures in connection with stockholder nominations of


   directors, including certain additional information requirements with respect
   to nominating stockholders, their proposed nominees and other persons related
   to a stockholder's solicitation of proxies;

· added a requirement for a nominating stockholder to comply in all respects with

the requirements of the Universal Proxy Rules;

· added a requirement that a stockholder directly or indirectly soliciting

proxies from other stockholders use a proxy card color other than white; and

· removed of the requirement that the Company make its stockholder list available


   during a meeting of stockholders consistent with recent amendments to the
   Delaware General Corporation Law.

The foregoing description is qualified in its entirety by reference to the full text of the Second A&R Bylaws, a copy of which is attached to 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 Number Description
  3.1            Second Amended and Restated Bylaws of UFP Technologies, Inc.
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

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