SYNA updates bylaws for universal proxy & virtual meetings – no financial impact

Synaptics Incorporated (SYNA) filed an 8-K to disclose that its board approved Amended & Restated Bylaws effective 29-Jul-2025.

Rhea-AI Filing Summary

Synaptics Incorporated (SYNA) filed an 8-K to disclose that its board approved Amended & Restated Bylaws effective 29-Jul-2025. No financial data were reported; the filing addresses corporate governance only.

• Universal proxy alignment: Article II was revised to reflect SEC Rule 14a-19, updating advance-notice and nomination procedures.
• Virtual meetings: Articles II & III now explicitly allow shareholder and board meetings to be held via remote communication.
• Delaware law updates: Provisions on adjournments, stockholder lists and electronic notices were modernized to mirror recent DGCL amendments.
• Terminology & share issuance: “Chairman” changed to “Chair”; Article VI clarifies issuance of uncertificated shares.
• Exclusive-forum clause: New Article VIII designates Delaware Chancery Court for internal corporate claims, while preserving federal venue for securities actions.

The board may amend bylaws without shareholder vote under Delaware law; the revised bylaws were effective immediately. Exhibit 3.1 contains the full text.

Positive

• Alignment with SEC Rule 14a-19 reduces compliance risk around director elections.
• Remote meeting authorization offers operational flexibility and potential cost savings.
• Exclusive-forum provision may streamline internal litigation and cut legal expenses.

Negative

• Exclusive-forum clause could be viewed as limiting shareholders’ litigation options.
• Board adopted changes unilaterally, which some governance advocates may critique.

Insights

Corporate Governance Expert

TL;DR: Routine bylaw refresh; improves compliance, minor litigation shift—overall neutral.

The update mainly codifies SEC universal-proxy mechanics and DGCL changes, reducing procedural risk. Virtual meeting flexibility and uncertificated shares modernize operations. The exclusive-forum clause can lower legal costs but slightly limits shareholder venue choice. Board-only approval is permissible under the charter, though it may raise optics concerns for some investors. No financial impact expected.

Portfolio Manager

TL;DR: Housekeeping amendments; negligible effect on valuation or strategy.

Governance tweaks signal a proactive legal team but do not alter cash flows, guidance or capital allocation. The filing is informational; no action required unless an investor is focused on litigation rights.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

Why did Synaptics (SYNA) amend its bylaws on July 29, 2025?

To align with SEC universal-proxy rules, update for Delaware law changes, allow virtual meetings and add an exclusive-forum clause.

Does the bylaw amendment impact SYNA's financial results?

No. The 8-K contains no revenue, earnings or guidance updates.

What is the new exclusive-forum provision in SYNA's bylaws?

Internal corporate claims must be filed in Delaware Chancery Court, while federal securities claims can still be brought in federal court.

Can Synaptics hold fully virtual shareholder meetings under the new bylaws?

Yes. Articles II and III now explicitly permit meetings via remote communication.

Did shareholders vote on the bylaw changes?

No. Under Delaware law, the board can amend bylaws without shareholder approval; the changes were effective immediately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/31/2025 - 12:29 PM Learn about SEC filing dates

FALSE00008177206/2600008177202025-07-292025-07-29

UNITED STATES

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): July 29, 2025

________________________________________________________

SYNAPTICS INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

________________________________________________________

Delaware			000-49602			77-0118518
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1109 McKay Drive
San Jose, California						95131
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 408 904-1100

_______________________________________________________

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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

SYNA

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

On July 29, 2025, the Board of Directors (the “Board”) of Synaptics Incorporated (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), including to (i) align Article II with the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as to modernize certain requirements under the advance notice Bylaw provisions; (ii) modify Articles II and III to clarify that meetings of stockholders and the Board, respectively, may be held by means of remote communication; (iii) modify provisions in Articles II and IV related to procedures for adjournment of meetings of stockholders, lists of stockholders entitled to vote at stockholder meetings and electronic transmission of notices to stockholders, in each case to be consistent with amendments to the Delaware General Corporation Law; (iv) update references to the “chairman” of the Board to “chair” throughout the Bylaws; (v) modify Article VI to modernize the ability to issue uncertificated shares; (vi) add Article VIII providing for an exclusive forum provision for certain internal corporate claims, consistent with Delaware law, which does not restrict stockholders from bringing federal securities claims in federal court; and (viii) make certain other minor changes and updates throughout. The amendment and restatement of the Bylaws was effective immediately. Under Delaware law and the Company’s Certificate of Incorporation, the Board is authorized to amend the Company’s Bylaws without stockholder approval.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number						Description
3.1						Amended and Restated Bylaws of Synaptics Incorporated, effective July 29, 2025.
104						Cover page interactive data file (embedded within the inline XBRL document).

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 thereunto duly authorized.

									SYNAPTICS INCORPORATED
Date:			July 31, 2025			By:			/s/ Lisa Bodensteiner
									Lisa Bodensteiner Senior Vice President, Chief Legal Officer and Secretary