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

Year

On April 16, 2022, the Board of Directors ("Board") of AutoWeb, Inc., a Delaware corporation ("Company"), approved an amendment to Section 3.02 of the Company's Seventh Amended and Restated Bylaws ("Bylaw Amendment") to decrease the number of authorized directors on the Board from eight (8) to seven (7) members. The Bylaw Amendment will be effective upon expiration of the term of the Board's Class III Directors upon commencement of the 2022 Annual Meeting of Stockholders.

Item 7.01 Regulation FD Disclosure

In connection with the Bylaw Amendment described in Item 5.03 of this Current Report on Form 8-K, the Board has decided not to nominate Michael J. Fuchs for election as a member of the Board at the 2022 Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No. Description



  3.1       Amendment Number 1 to Seventh Amended and Restated Bylaws of AutoWeb, Inc.
            (to be effective upon the expiration of the term of the Class III Directors
            upon commencement of the 2022 Annual Meeting of Stockholders)
104         Cover Page Interactive Data File (formatted as inline XBRL)

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