CPST Capstone Turbine Corporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .

On March 10, 2017, the Board of Directors of Capstone Turbine Corporation, a Delaware corporation (the “Company”), amended the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”).  The Bylaw Amendment: (i) modifies the advance notice deadline for stockholder proposals (other than proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended) from at least 120 days before the anniversary of the date on which the Company released to stockholders its proxy statement for the previous year’s annual meeting of stockholders (the “Proxy Date”) to provide for a 30 day window from not earlier than  150 days and not later than 120 days before the Proxy Date; (ii) requires disclosure of additional categories of information with respect to the Company’s existing advance notice provisions for stockholder-proposed director nominations and other business; (iii) requires director nominees proposed by a stockholder to submit a completed and signed questionnaire and make certain representations and agreements by the advance notice deadline, (iv) defines and clarifies the duties of the chairman to regulate the conduct of a stockholder meeting, and (v) adds language expressly allowing for a virtual meeting of stockholders by means of remote communication and makes corresponding procedural updates.  

The foregoing summary is qualified by the full text of the Company’s Amended and Restated Bylaws, as amended and restated to reflect the Bylaw Amendment, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.