UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 6, 2025, the Board of Directors (the “Board”) of AEye, Inc. (the “Company”) adopted amendments, effective as of the date of adoption, to the Company’s Bylaws (the “Amended Bylaws”), which provided, among other things:
| · | addressed matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rule”), including requiring that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees, other than the Company’s nominees, in accordance with the Universal Proxy Rule; |
| · | added a requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; |
| · | reduced the quorum needed to hold a meeting of the Company’s stockholders from a majority of the shares entitled to vote at such meeting, represented in person or by proxy, to thirty-three and one-third (33-1/3%) percent of the shares entitled to vote at such meeting, represented in person or by proxy; |
| · | eliminated the requirement that the Company make a stockholder list available for inspection at a meeting of stockholders to align with amendments to the Delaware General Corporation Law; |
| · | added a requirement that stockholder nominees for director complete a questionnaire and provide certain other information, representations, and agreements that the Company may reasonably request and submit to interviews with the Board or a committee of the Board, if requested; and |
| · | incorporated certain other administrative, procedural, modernizing, clarifying, and conforming changes. |
The foregoing general description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 3.1 | Amended and Restated Bylaws of AEye, Inc. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
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.
| AEye, Inc. | |||
| Dated: March 7, 2025 | |||
| By: | /s/ Andrew S. Hughes | ||
| Andrew S. Hughes | |||
| Senior Vice President, General Counsel & Corporate Secretary | |||