UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 22, 2017
CRAY INC.
(Exact name of registrant as specified in its charter)
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| Washington | | 0-26820 | | 93-0962605 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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901 Fifth Avenue, Suite 1000 Seattle, WA | | 98164 |
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Registrant's telephone number, including area code: (206) 701-2000
None
(Former name or former address if changed since last report.)
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 22, 2017, Cray Inc. amended its Amended and Restated Bylaws to adopt a majority vote standard in non-contested director elections. In contested elections, plurality voting continues to apply.
The foregoing description of the amendment to the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description of Exhibits |
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| 3.1 | | Second Amendment to Amended and Restated Bylaws of Cray Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 28, 2017
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| Cray Inc. |
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| By: | | /s/ MICHAEL C. PIRAINO |
| | | Michael C. Piraino Senior Vice President Administration, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | | Description of Exhibits |
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| 3.1 | | Second Amendment to Amended and Restated Bylaws of Cray Inc. |
