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

Amendment to Bylaws. Effective February 15, 2013, the Board of Directors adopted amendments to the Spansion Inc. Amended and Restated Bylaws changing from plurality voting to majority voting in uncontested director elections. Under the amendments, in order to be elected in an uncontested election, the number of votes cast "for" a nominee must exceed the number of votes "against." The amendments further establish procedures for the Nominating and Corporate Governance Committee, or another committee of the Board of Directors or the full Board, to consider resignations tendered by any incumbent director failing to receive an affirmative vote of the majority of the votes cast with respect to his or her election.

The description of the Amended and Restated Bylaws of Spansion Inc. is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of Spansion Inc., which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Financial Statements and Exhibits.

Exhibit No. Description

3.2 Amended and Restated Bylaws of Spansion Inc.

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