Monolithic Power Systems Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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Date of Report (date of earliest event reported):

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 Exchange Act.  ☐ 

 

 

 

 

On June 12, 2025, Monolithic Power Systems, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As described under Item 5.07 below, the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Amended Charter”) to provide for a phased-in elimination of the classified Board of Directors (the “Board”) structure. The Amended Charter became effective upon acceptance by the Secretary of State of the State of Delaware on June 12, 2025.

 

Pursuant to the Amended Charter, the classified Board structure will be eliminated over time and replaced with an annual election of directors as follows: (1) each class of directors will have one more election in which it is elected for a three-year term at the Company’s 2025, 2026 and 2027 annual meetings of stockholders; (2) at the 2028 annual meeting of stockholders, the Class III directors will be elected to a two-year term; (3) at the 2029 annual meeting of stockholders, the Class I directors will be elected to a one-year term; and (4) commencing with the 2030 annual meeting of stockholders, the classified Board will fully terminate and all directors will be elected to one-year terms at each annual meeting of stockholders. In addition, consistent with the Delaware General Corporation Law, the Amended Charter specifies that as long as the Board is classified (that is, until the election of directors at the 2030 annual meeting of stockholders), directors may be removed only for cause. Commencing with the 2030 annual meeting of stockholders, directors may be removed with or without cause.

 

The foregoing description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Charter, which is filed hereto as Exhibit 3.1, and is incorporated herein by reference.

 

 

The Board also approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), which became effective upon acceptance of the Amended Charter by the Secretary of State of the State of Delaware on June 12, 2025. The Amended Bylaws provide for a phased-in elimination of the classified Board structure consistent with the Amended Charter. The Amended Bylaws did not require stockholder approval. 

 

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed hereto as Exhibit 3.2, and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting held on June 12, 2025, the Company’s stockholders:         

 

 

The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, is set forth below.

 

 

 

 

 

 

 

 

 

 

 

 

 

On June 13, 2025, the Company issued a press release announcing the second quarter cash dividend of $1.56 per share to all stockholders of record as of the close of business on June 30, 2025. The dividend will be paid to stockholders on July 15, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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, thereunto duly authorized.