Item 3.03 Material Modifications to Rights of Security Holders

The description of the Restated Bylaws (as defined below) included under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

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

On January 25, 2022, the Board of Directors of GSI Technology, Inc. (the "Corporation") adopted amendments to the amended and restated bylaws of the Corporation (the "Restated Bylaws"). The Restated Bylaws include updates to various provisions of the Corporation's previous bylaws (the "Prior Bylaws") including the modification of Section 2.5 to provide that directors may be removed from office at any time by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. This modification updates Section 2.5 of the Prior Bylaws, which provided that directors may be so removed at any time only for cause.

The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws attached hereto as Exhibit 3.1, which is incorporated into this Item 5.03 by reference.

Consistent with the amendment and restatement of the Bylaws, the Board of Directors also adopted an amended and restated certificate of incorporation of the Corporation (the "Restated Charter") to provide that directors may be removed from office at any time by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. The Restated Charter also amends certain other provisions of the Corporation's current certificate of incorporation to, among other things, amend and remove historical provisions related to the preferred stock that was outstanding prior to the Corporation's initial public offering. The Board of Directors has directed that the Restated Charter be proposed for approval at the next annual meeting of the Corporation's stockholders. The Restated Charter will not be effective unless it is approved by the stockholders of the Corporation. Further, the Corporation will not attempt to enforce the director removal provision in the current certificate of incorporation to the extent it purports to limit removal of directors by stockholders only for cause.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits




  3.1       Amended and Restated Bylaws of GSI Technology, Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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