Current Report Filing (8-k)
August 10 2020 - 12:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 7, 2020
Date of Report (Date of earliest event reported):
NETLIST, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation)
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001-33170
(Commission
File Number)
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95-4812784
(IRS Employer
Identification Number)
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175 Technology Drive, Suite 150
Irvine, California 92618
(Address of principal executive offices)
(949) 435-0025
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NLST
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None
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective August 7, 2020, the Board
of Directors of Netlist, Inc. (the “Company”) adopted and approved an amendment to the Company’s Amended
and Restated Bylaws (the “Bylaws Amendment”) in order to allow for the appointment of a successor director by the sole
director of the Company by power of attorney to ensure continuity of the Board of Directors in the event of certain occurrences
with respect to the sole director. The description of the Bylaws Amendment in this Item 5.03 is qualified in its entirety by the
text of the Bylaws Amendment incorporated in this Item 5.03 by reference and filed herewith as Exhibit 3.2.
On August 7, 2020 the Company’s
stockholders voted to approve an amendment to the Company’s Restated Certificate of Incorporation. The information set forth
below in Item 5.07 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On August 7, 2020, the Company held
its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) in Irvine, California. At the Annual Meeting, the
Company’s stockholders voted on the following three proposals and cast their votes as described below.
The Company’s stockholders
elected one director nominee to the Board of Directors, to serve until the next annual meeting or until his successor is duly elected
or appointed and qualified.
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Directors
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For
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Withheld
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Broker Non-Votes
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Chun K. Hong
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77,194,881
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19,001,649
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50,446,960
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2.
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Ratification of Appointment of Independent Registered Public Accounting Firm.
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The Company’s stockholders
ratified the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm
for fiscal year 2020.
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For
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Against
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Abstain
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Broker Non-Votes
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137,601,469
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4,243,576
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4,798,445
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—
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3.
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Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Increase Authorize Shares.
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The Company’s stockholders
approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of the Company’s
common stock that it is authorized to issue from 300,000,000 to 450,000,000.
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For
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Against
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Abstain
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Broker Non-Votes
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93,239,558
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51,886,807
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1,517,125
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—
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NETLIST, INC.
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Date: August 10, 2020
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By:
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/s/ Gail M. Sasaki
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Gail M. Sasaki
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Vice President and Chief Financial Officer
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