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

On January 22, 2020, the Board of Directors (the "Board") of Onto Innovation Inc. (the "Company") adopted an amendment to Article 3, Section 3.2 of the Company's Amended and Restated Bylaws (the "Bylaws") stating that the number of directors that constitute the entire Board must be determined from time to time by resolution adopted by the Board and that directors are to be elected at the annual meeting of stockholders, except as provided in Section 3.4. The Company's Bylaws formerly stated that the Board would consist of 12 members.

The Board also amended Article 3, Section 3.12 (Removal of Directors) to comport with Delaware General Corporation Law (DGCL). This summary of the Bylaw amendments is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this filing by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description of Exhibit

  3.1           Amended and Restated Bylaws of Onto Innovation Inc.
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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