Item 5. Other Information
Item 5. Other Information
On January 23, 2023, in connection with the new SEC rules regarding universal proxy cards and a periodic review of our bylaws, our Board of Directors adopted and approved amended and restated bylaws (the Amended and Restated Bylaws), which became effective the same day. Among other things, the Amended and Restated Bylaws:
• enhance the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and business proposals made in connection with meetings of shareholders by, among other things:
◦ requiring a shareholder delivering a nomination notice to comply in all respects with the requirements of Regulation 14A under the Exchange Act (including, without limitation, the requirements of new Rule 14a-19);
◦ providing that the chairman of the meeting has authority to determine whether a shareholder has satisfied applicable requirements;
◦ expanding the amount of required information shareholders must provide;
◦ implementing a requirement that the shareholder must provide a written undertaking to solicit at least 67% of the voting power entitled to vote and adding a requirement to provide certain additional information about the shareholder; and
◦ requiring us to disregard proxies that were solicited if the shareholder fails to comply with certain provisions of Rule 14a-19 or to appear in person or by proxy at the applicable meeting; and
• make various other updates, including technical, ministerial, and conforming changes related to recent amendments to the NCBCA, providing a definition of "close of business," and adopting gender-neutral language.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 (clean) and 3.2 (redlined) hereto and incorporated by reference herein.
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Item 6. Exhibits
The following exhibits are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit Filing Date
3.1
Amended and Restated Bylaws, dated January 23, 2023 (clean) X
3.2
Amended and Restated Bylaws, dated January 23, 2023 (redline) X
4.1
Indenture, dated as of November 21, 2022, between the Company and U.S. Bank Trust Company, National Association
8-K 4.1 11/21/2022
4.2
Form of 1.875% Convertible Senior Note due 2029 (included in Exhibit 4.1) 8-K 4.2 11/21/2022
10.1
Form of Confirmation of Call Option Transactions related to 1.875% Convertible Senior Notes due 2029 8-K 10.1 11/21/2022
31.1
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
31.2
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
32.1
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
32.2
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
101 The following materials from Wolfspeed, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 25, 2022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statement of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements X
104 The cover page from Wolfspeed, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2022 formatted in Inline XBRL (included in Exhibit 101) X
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SIGNATURE
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.
WOLFSPEED, INC.
January 26, 2023
/s/ Neill P. Reynolds
Neill P. Reynolds
Executive Vice President and Chief Financial Officer
(Authorized Officer and Principal Financial and Chief Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.