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OVTI > SEC Filings for OVTI > Form 8-K on 29-Jul-2014All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fina

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

Amendment to Bylaws

On July 24, 2014, the Board of Directors of OmniVision Technologies, Inc. ("OmniVision" or the "Company") approved the following amendment to Article 2,
Section 2.9 of OmniVision's Bylaws:

Majority Voting - Beginning with the Company's 2015 annual meeting of stockholders, majority voting will apply in uncontested director elections. Plurality voting continues to apply at the Company's 2014 annual meeting of stockholders and in contested elections.

The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed hereto as Exhibit 3.2 and incorporated herein by reference.

In addition, the Company amended its Corporate Governance Guidelines to provide that with respect to director nominations, the Board of Directors will only nominate those directors who have submitted their resignations in advance of an election and that such resignation will become effective only upon the failure of such director nominee to receive the requisite number of votes and the acceptance by the Board of such resignation.

A revised version of OmniVision's Corporate Governance Guidelines is available on the Company's investor relations website at under "Corporate Governance."

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description

3.2            Certificate of Amendment of the Bylaws of OmniVision
               Technologies, Inc. effective as of July 24, 2014.

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