R F INDUSTRIES LTD 10-Q

Item 5. Other Information   Amended and Restated Bylaws   On June 14, 2023, our Board of Directors (the “Board”) approved the Amended and Restated By-Laws (as so amended and restated, the “Amended By-Laws”), effective as of such date. Among other things, the amendments:     • Revise certain provisions relating to stockholder meetings and provide that stockholders and proxy holders may be deemed to present in person or by remote communication and by means of electronic communications, videoconferencing, teleconferencing or other available technology;   • Address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that stockholders delivering a notice of nomination certify to the Company in writing that they have complied with the Universal Proxy Rules requirements, (ii) providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rules requirements, (iii) requiring that a stockholder providing notice pursuant to the advance notice bylaws to later update or supplement its notice, by certain specified dates, such that the notice remains true and correct in all material respects, and (iv) requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the meeting;   • Revise the procedures and disclosure requirements set forth in the advance notice bylaw provisions, including requiring additional information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies;   • Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;   • Require that a stockholder or group own 5% or more of the Corporation’s outstanding common stock continuously for at least three years to nominate a director nominee at an annual meeting;   • Require that the request to hold a special meeting require two-thirds of the voting power of the Corporation’s stock;   • Require that any action to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of the Company;   • Clarify that the Company may indemnify employees and agents as the Board deems appropriate or as otherwise required by law; and   • Incorporate certain ministerial, clarifying, and conforming changes to provide clarification and consistency.   The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the complete text of the Amended By-Laws, a copy of which is included as Exhibit 3.1 and is incorporated herein by reference.    22     Item 6. Exhibits     Exhibit   Number   3.1 Amended and Restated Bylaws of RF Industries, Ltd.     31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     101.INS Inline XBRL Instance Document.     101.SCH Inline XBRL Taxonomy Schema.     101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.     101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.     101.LAB Inline XBRL Taxonomy Extension Label Linkbase.     101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   23     SIGNATURES   In accordance with 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.           RF INDUSTRIES, LTD.       Date: June 14, 2023 By: /s/ Robert Dawson     Robert Dawson     President and Chief Executive Officer     (Principal Executive Officer)     Date: June 14, 2023 By: /s/ Peter Yin     Peter Yin     Chief Financial Officer     (Principal Financial and Accounting Officer)   24