AMKOR TECHNOLOGY INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Item 9B. Other Information
During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act of 1933, as amended.
On February 20, 2025, the Board of Directors (the “Board”) of the Company amended and restated the Restated Bylaws of the Company (as amended and restated, the “Bylaws”), effective February 20, 2025. The changes to the Bylaws include the following:
Sections 1.1 and 1.2 were amended to clarify that annual meetings and special meetings of the Company’s stockholders may be held in whole or in part by means of remote communication.
Sections 1.4 and 1.5 were amended to clarify and further enhance procedural mechanics and informational requirements in connection with stockholder nominations of directors and submissions of stockholder proposals pursuant to the advance notice provisions of the Bylaws, including updates to reflect the U.S. Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 (“Rule 14a-19”) under the Exchange Act. The amended advance notice provisions now require, among other things, that (a) stockholders seeking to nominate directors pursuant to Rule 14a-19 comply with the requirements of such rule and certify such compliance prior to the applicable meeting, (b) nominating stockholders and their nominee(s) disclose their respective holdings of, and arrangements relating to, shares of the Company, including any agreements, plans or proposals that would be required to be disclosed on Schedule 13D under the Exchange Act, (c) any Proposing Person(s) (as defined in the Bylaws) provide in the required notice additional background information, disclosures, and representations with respect to such Proposing Person(s), any proposed director nominees, and any proposed business, and (d) the Proposing Person(s) update such notice, if necessary, so that it remains true and correct closer to the meeting date.
Section 1.9 was amended to provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board.
Section 2.7 was amended to clarify that the Board may elect one of its members to serve as chairman, and that the Board may appoint, in its discretion, a vice chairman.
Section 6.1 was amended to clarify that the term “officer,” as used in the indemnification provisions of Article VI of the Bylaws, shall refer exclusively to officers appointed by the Board pursuant to Article IV of the Bylaws, or, for entities other than the Company, to officers appointed by the equivalent governing body of such entity.
Section 8.1 was amended to provide that the federal district courts of the United States of America shall be the exclusive forum for any actions against the Company arising under the Securities Act of 1933, as amended. The amended Section 8.1 also provides that stockholders who file a Foreign Action (as defined in the Bylaws) that falls within the scope of the Company’s forum selection clause are deemed to have consented, for certain actions to enforce the Company’s forum selection clause, to (a) the personal jurisdiction of the Delaware Court of Chancery and (b) having service of process made upon such stockholder’s counsel in the Foreign Action.
In addition, certain other ministerial, modernizing, clarifying and conforming changes were made to the Bylaws. The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as an exhibit to this Annual Report on Form 10-K.
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