ipgp-20221108

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On November 8, 2022, the Board of Directors (the “Board”) of IPG Photonics Corporation (the “Company”) amended and restated the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”). In addition to certain technical, conforming and clarifying changes, these amendments include the following changes:

Advance Notice—Universal Proxy. The Amended and Restated Bylaws now incorporate the new universal proxy rule (Rule 14a-19) promulgated by the U.S. Securities and Exchange Commission (“SEC”) into the advance notice provisions applicable to director nominations. A new provision has been added to Section 3.12 of the Amended and Restated Bylaws to require a stockholder providing advance notice of director nominations to represent to the Company whether the stockholder will solicit proxies for its nominees under the universal proxy requirements of Rule 14a-19. Further, such stockholder shall be required to provide reasonable evidence, within 5 business days prior to the stockholder meeting, that it has met the universal proxy requirements of Rule 14a-19 and if a stockholder does not comply with the requirements of the SEC’s universal proxy rule, including soliciting at least 67% of the voting power of shares entitled to vote in the election of directors, the nomination will be disregarded.

Other Updates. The Amended and Restated Bylaws also include the following additional updates: (i) revisions relating to adjournment procedures for meetings of stockholders to address recent amendments to the Delaware General Corporation Law (“DGCL”), (ii) elimination of the requirement to make a stockholder list available for examination at meetings of stockholders as provided for by the recent DGCL amendments, and (iii) revisions to clarify the use of electronic notices and records in accordance with the DGCL.

The Amended and Restated Bylaws are effective November 8, 2022. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	IPGP	Nasdaq Global Select Market


Exhibit No.						Description
Exhibit 3.2						Amended and Restated Bylaws of IPG Photonics Corporation