Item 1.02 Termination of a Material Definitive Agreement.
On June 6, 2025, Kulicke and Soffa Industries, Inc. (the "Company") and Kulicke & Soffa Pte. Ltd., a wholly owned subsidiary of the Company (the "Subsidiary") terminated the Facility Letter and Overdraft Agreement (collectively, the "Facility Agreements"), dated as of February 15, 2019, and as amended from time to time, with MUFG Bank, Ltd., Singapore Branch (the "Bank").
The Facility Agreements provided the Company and the Subsidiary with an overdraft facility of up to US$150,000,000 (the "Overdraft Facility") for general corporate purposes.
As of the date of termination, there were no outstanding amounts under the Overdraft Facility. In addition, the Company did not incur any early termination penalties in connection with the termination of the Facility Agreements.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 5, 2025, the Board of Directors (the "Board") of Kulicke and Soffa Industries, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated By-Laws (as so amended and restated, the "By-Laws") to declassify the Board and provide for the annual election of all directors, phased in over a four-year period. At each annual meeting of shareholders, beginning with the 2026 annual meeting of shareholders, each director whose term expires at that meeting will be elected to hold office for a term expiring at the next annual meeting of shareholders. As a result, at the 2029 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors will be elected for a one-year term expiring at the next annual meeting of shareholders.
Directors who currently have multiple-year terms will continue to serve those terms until they expire and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. Any director elected by the Board to fill a vacant directorship would serve until the next election of the class for which the director has been chosen, to the extent such class exists, or until the next annual meeting of shareholders (as applicable), and until such director's successor is selected and qualified or until such director's earlier death, resignation or removal.
The By-Laws became effective immediately.
The above summary of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the By-Laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.