MONOLITHIC POWER SYSTEMS INC — Governance Information 2025

Mar 26, 2025

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):

March 26, 2025

MONOLITHIC POWER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51026	77-0466789
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

5808 Lake Washington Blvd. NE , Kirkland , Washington (Address of principal executive offices) 98033 (Zip Code)

( 425 ) 296-9956
(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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	MPWR	The 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 ☐

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. ☐

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

Amended and Restated Bylaws

On March 26, 2025, the Board of Directors of Monolithic Power Systems, Inc. (the “Company”) approved the Amended and Restated Bylaws of Monolithic Power Systems, Inc. (the “Amended Bylaws”), which became effective immediately. The Amended Bylaws establish a right for stockholders to call a special meeting and set forth the applicable requirements and procedures in connection therewith, including the time, place, manner, and required disclosures for stockholder-called special meetings. The Amended Bylaws require the Company’s Board of Directors to call a special meeting of its stockholders at the request of stockholders holding at least 30% in the aggregate of the outstanding shares of common stock of the Company entitled to vote generally for the election of directors. Requesting stockholders must have held such shares continuously for a period of at least one year prior to the date the special meeting request is delivered. The right to call a special meeting requires that requesting stockholders provide certain information and is subject to timing and other requirements. The Amended Bylaws also incorporate certain clarifying and conforming changes.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
3.1	Amended and Restated Bylaws of Monolithic Power Systems, Inc., Effective March 26, 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.

Date: March 26, 2025
Saria Tseng
Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary