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EX-3.2 - EX-3.2 - OMNIVISION TECHNOLOGIES INC | a14-17918_1ex3d2.htm |
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)
July 24, 2014
OMNIVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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000-29939 |
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77-0401990 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
4275 Burton Drive
Santa Clara, California 95054
(Address of principal executive offices, including zip code)
(408) 567-3000
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On July 24, 2014, the Board of Directors of OmniVision Technologies, Inc. (OmniVision or the Company) approved the following amendment to Article 2, Section 2.9 of OmniVisions Bylaws:
· Majority Voting Beginning with the Companys 2015 annual meeting of stockholders, majority voting will apply in uncontested director elections. Plurality voting continues to apply at the Companys 2014 annual meeting of stockholders and in contested elections.
The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed hereto as Exhibit 3.2 and incorporated herein by reference.
In addition, the Company amended its Corporate Governance Guidelines to provide that with respect to director nominations, the Board of Directors will only nominate those directors who have submitted their resignations in advance of an election and that such resignation will become effective only upon the failure of such director nominee to receive the requisite number of votes and the acceptance by the Board of such resignation.
A revised version of OmniVisions Corporate Governance Guidelines is available on the Companys investor relations website at http://www.ovt.com/investors/ under Corporate Governance.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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3.2 |
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Certificate of Amendment of the Bylaws of OmniVision Technologies, Inc. effective as of July 24, 2014. |
SIGNATURES
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.
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OMNIVISION TECHNOLOGIES, INC. |
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By: |
/s/ SHAW HONG |
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Shaw Hong |
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Chief Executive Officer |
Date: July 29, 2014