GSIT GSI Technology

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

On December 15, 2022, the Board of Directors of the Corporation adopted amendments (the “Amendments”) to the amended and restated bylaws of the Corporation (the “Restated Bylaws”). The Amendments include the decrease in the size of the Board of Directors from eight (8) to seven (7) members, revisions to use gender neutral terms, and the incorporation of enhanced procedural mechanics and disclosure requirements with respect to stockholder nominations of directors made in connection with annual and special meetings of stockholders, including without limitation, by (i) requiring a stockholder delivering a notice pursuant to the advance notice provisions of the Bylaws to comply with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and make related undertakings, including to provide reasonable evidence that the undertakings have been satisfied; (ii) requiring stockholders directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; (iii) requiring additional disclosures from nominating stockholders and proposed nominees; (iv) requiring that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee within ten (10) days following the date of any reasonable request therefor from the Board or any Board committee; and (v) requiring that, unless required by applicable law, if, after such stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and subsequently fails either to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act or to provide documentation reasonably satisfactory to the Company that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act (upon request by the Corporation), then such nomination will be disregarded and no vote on such nominee proposed by such stockholder will occur.

The Amendments were made to Article I, Sections 1.2-1.11, Article II, Sections 2.2, 2.4, 2.7 and 2.15, Article III, Sections 3.1, 3.6 and 3.7 and Article IV, Section 4.2 of the Bylaws. In addition to the provisions described above, the Amendments include various conforming and clarifying changes.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws attached hereto as Exhibit 3.1, which is incorporated into this Item 5.03 by reference.