8-K

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 and Exchange Act of 1934

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Date of Report: October 27, 2020

(Date of earliest event reported)

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eGain Corporation

(Exact name of registrant as specified in its charter)

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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:

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◻    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))

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

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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 ¨

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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. ¨

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

On October 27, 2020, the Board of Directors of eGain Corporation (“eGain” or the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws to amend Article II, Section 1 to allow for annual meetings to be held virtually and to amend Article II, Section 7  to eliminate the vote of shares not entitled to vote on the subject matter of a proposal (i.e., broker non-votes) from being counted as “votes against” such proposal. The Amendment is effective as of October 27, 2020.

The foregoing summary of the amendments to the Company’s Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3(ii) hereto and incorporated herein by reference.

Item 9.01****Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURE

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.

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Exhibit 3(ii)

Amendment to Amended and Restated Bylaws of

eGain Corporation

This Amendment to Amended and Restated Bylaws (this “Amendment”) of eGain Corporation, a Delaware corporation (the “Corporation”), is made as of October 27, 2020, by the Board of Directors of the Corporation and amends the Corporation’s Amended and Restated Bylaws (the “Bylaws”) as follows:

1.  The first paragraph of Article II, Section 1 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 1.  Annual Meetings.  Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting. Directors shall be elected by a plurality of the votes of the shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors, unless otherwise required by express provision of a statute or of the Certificate of Incorporation. The Board of Directors may, in its sole discretion, (a) determine that an annual meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication, or (b) permit participation by stockholders at such meeting, by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law.”

2.  Article II, Section 7 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 7.  Voting.  When a quorum is present at any meeting, the holders of a majority of the shares of the Corporation, present in person or represented by proxy at the meeting and entitled to vote on the subject matter, shall decide any question brought before the meeting other than the election of directors, unless the question is one upon which by express provision of a statute or of the certificate of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.”