Silvaco Group Inc.

05/28/2025 | Press release | Distributed by Public on 05/28/2025 13:53

Proxy Results, Amendments to Bylaws (Form 8-K)

ITEM 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, Silvaco Group, Inc. (the "Company," "we" or "us") held its Annual Meeting of Stockholders on May 22, 2025 (the "Annual Meeting"). At the Annual Meeting,our stockholders approved an Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate") to allow for the removal of directors by stockholders without cause. The Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware and became effective on May 28, 2025. The Amended and Restated Certificate of Incorporation eliminates the provision that directors can be removed only for cause.
In addition, following the approval of the Amended and Restated Certificate of Incorporation by our stockholders, the Board of Directors of the Company approved Amended and Restated Bylaws of the Company on May 22, 2025, to eliminate the "for cause" requirement for the removal of directors.
The above summary of the Amended and Restated Certificate and Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Certificate and the Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07.
Submission of Matters to a Vote of Security Holders.
On May 22, 2025, we held our Annual Meeting. On the record date of March 25, 2025, there were 28,804,876 shares of our common stock outstanding and entitled to vote at the Annual Meeting. The number of shares of common stock present at the beginning of the Annual Meeting, in person or by proxy, was 24,083,974 or approximately 83.61% of the outstanding shares. At the meeting, the following proposals were submitted to a vote of our stockholders, with the final voting results indicated below:
Proposal One: Election of Directors. Our stockholders elected the following Class 1 directors, each to serve until our Annual Meeting of Stockholders in 2025 or until their successors have been elected and qualified.
Director For Against Abstain Broker Non-Votes
Anita Ganti
23,989,261
93,255
1,458
-
Dr. Hau R. Lee
23,992,097
90,172
1,705
-
William H. Molloie, Jr.
23,466,801
615,935
1,238
-
Anthony Ngai
22,359,502
1,724,046
1,238
-
Katherine S. Ngai-Pesic
22,316,103
1,766,947
924
-
Iliya Pesic
23,991,421
91,876
677
-
Dr. Walden C. Rhines
23,546,776
536,073
1,125
-
Jodi Shelton
23,991,431
89,847
2,696
-
Dr. Babak A. Taheri
24,044,497
38,710
767
-
Proposal Two: Approval of the Amendment and Restatement of our Amended and Restated Certificate of Incorporation to Allow for Removal of Directors by Stockholders Without Cause. Our stockholders voted to approve the Amended and Restated Certificate.
For Against Abstain Broker
Non-Votes
24,057,623
15,386
10,965
-
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