UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 20, 2023
SILICON LABORATORIES INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-29823 | | 74-2793174 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
| 400 West Cesar Chavez, Austin, TX | | 78701 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (512) 416-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, $0.0001 par value | | SLAB | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 20, 2023, the Board of Directors of the Company (the “Board”) approved and adopted the Sixth Amended and Restated Bylaws (“Restated Bylaws”), effective immediately. The Restated Bylaws were adopted to:
| · | revise the advance notice procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company in order to require, if applicable, compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended; |
| · | require stockholder-nominated directors to agree to comply with the Company’s policies and to disclose certain issues relating to independence, outside compensation and conflicts of interest; |
| · | modify the provisions relating to adjournment and postponement procedures for stockholder meetings; and |
| · | provide for the process of dematerializing physical stock certificates and issuing uncertificated shares. |
The foregoing does not constitute a complete summary of the amendments to the Company’s Restated Bylaws and is qualified in its entirety by reference to the complete text of the Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | SILICON LABORATORIES INC. |
| | | |
| April 21, 2023 | | /s/ John C. Hollister |
| | | |
| | | |
| Date | | John C. Hollister |
| | | Senior Vice President and |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | |
