Agilysys amends bylaws to strengthen advance notice and proxy solicitation rules

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 25, 2023, the Board of Directors (the "Board") of Agilysys, Inc. (the "Company"), adopted the First Amendment (the "Amendment") to the Company's Bylaws. The Amendment, among other things: • revises the advance notice procedures for stockholder proposals to require certain additional disclosures with respect to nominating stockholders, their proposed nominees and other persons related to a stockholder's solicitation of proxies; • adds a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and, on request of the Company, to provide reasonable evidence that certain requirements of such rule have been satisfied; and • specifies that any proxies or votes solicite