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

 

Date of report (Date of earliest event reported):  February 26, 2016
 
ULTRA CLEAN HOLDINGS, INC.

(Exact Name of Registrant 

as Specified in Charter) 

 
  Delaware  
  (State or Other Jurisdiction of Incorporation)  
 
000-50646   61-1430858
(Commission File Number)   (IRS Employer Identification No.)
 

26462 CORPORATE AVENUE, 

HAYWARD, CA 

   94545
(Address of Principal Executive Offices)   (Zip Code)
 
     
Registrant’s telephone number, including area code:  (510) 576-4400
 
n/a
(Former Name or Former Address, if Changed Since Last Report)

____________  

 

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 (see General Instruction A.2. below):

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

On February 26, 2016, the Board of Directors of the Company approved the amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”). Section 2.06(a) of the Bylaws has been amended to implement a majority voting standard in uncontested elections of directors, superseding the previously plurality voting standard.

 

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws attached hereto as Exhibit 3.01 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.		 Exhibit Description
     
 3.01   Amended and Restated Bylaws of Ultra Clean Holdings, Inc.

 

 

 

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.

 

    ULTRA CLEAN HOLDINGS, INC.  
       
       
Date: March 1, 2016   By: /s/ Kevin C. Eichler  
        Name: Kevin C. Eichler  
        Title: President, Chief Financial Officer and Secretary
             

 

EXHIBIT INDEX

 

Exhibit
No.		 Exhibit Description
     
 3.01   Amended and Restated Bylaws of Ultra Clean Holdings, Inc.