IPHI Inphi Corporation

Item 5.03     Amendments to Articles of Incorporation or Bylaws

On April 14, 2020, the Board of Directors (the “Board”) of Inphi Corporation (the “Company”) approved amended and restated bylaws of the Company to implement majority voting for directors in uncontested elections. Accordingly, if, as of the record date for a meeting of stockholders for which directors are to be elected, the number of nominees for election of directors equals the number of directors to be elected (an “Uncontested Election”), each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at such meeting of stockholders, provided a quorum is present. For the purpose of an Uncontested Election, a majority of votes cast means that the number of votes “for” a director’s election must exceed fifty percent (50%) of the votes cast with respect to that director’s election. Votes “against” a director’s election will count as votes cast, but “abstentions” and “broker non-votes” will not count as votes cast with respect to that director’s election. If, as of the record date for a meeting of stockholders for which directors are to be elected, the number of nominees for election of directors exceeds the number of directors to be elected, the nominees receiving a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present shall be elected. Prior to the change to the bylaws, members of the Board were elected by plurality vote whether or not the election was contested.

The Board also approved revised Corporate Governance Guidelines to require that directors submit a contingent resignation in writing to address majority voting in director elections. The resignation will only become effective if the director fails to receive sufficient votes. The Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation. The revised Corporate Governance Guidelines are available on the Company’s website at https://inphi.gcs-web.com/static-files/97d0852a-4fde-44c2-a602-1ec9dd8472f4

This summary description of the Company’s Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.