PARK ELECTROCHEMICAL CORP.

New York

1-4415

11-1734643

(State or Other Jurisdiction

               of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

48 South Service Road, Melville,

New York

11747

  (Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code          (631) 465-3600   

Not Applicable

Former Name or Former Address, if Changed Since Last Report

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))

Item 5.03.

Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

●

Revise the timing of a shareholder’s notice of director nominations or other business at an annual meeting in the event that the date of the current year’s annual meeting is not within 30 days before or after the first anniversary of the preceding year’s annual meeting. In such event, to be timely, notice by the shareholder must be delivered not later than the close of business on the 90^th day (or, if the first public announcement of the date of such meeting is made less than 100 days prior to such meeting, then as of the close of business on the 10th day following the day on which such public announcement is first made by the Company) nor earlier than the 120^th day prior to such current year’s annual meeting.

●

Clarify the additional time provided for a shareholder’s notice for an annual meeting in the limited case of an increase in the number of directors to be elected without the requisite public announcement by the Company at least 100 days prior to the first anniversary of the preceding year’s annual meeting.

●

Revise the timing of a shareholder’s notice of director nominations at a special meeting to not later than the close of business on the 90^th day (or, if the first public announcement of the date of such meeting and the nominees proposed by the Board of Directors to be elected at such meeting is made less than 100 days prior to such meeting, then as of the close of business on the 10th day following the day on which such public announcement is first made) nor earlier than the 120^th day prior to such special meeting.

●

Require additional information to be provided in the shareholder’s advance notice in connection with director nominations or proposed other business:

●

Require that a shareholder nominating a person for election as a director provide certain information to enable the Company to determine whether the proposed nominee qualifies as an independent director and otherwise is in compliance with the Company’s policies and guidelines applicable to directors;

●

Require a shareholder and beneficial owner(s), if any, on whose behalf the action is being made to disclose additional information regarding such persons’ interest in the matters being proposed, arrangements between the persons proposing such action, the interests of such persons and related persons in the Company’s stock, including disclosure of agreements that involve hedging, short positions and similar arrangements and agreements that involve acquiring, voting, holding or disposing of the Company’s stock, and whether such persons intend to solicit proxies in support of the proposed business or nominee; and

●

Require information in the advance notice to be updated and supplemented so that such information is true and correct as of the record date and within 15 days prior to the applicable meeting or any adjournment or postponement thereof.

●

Define and otherwise clarify the scope and meaning of certain terms, including public announcement and beneficial owner.

●

Clarify that adjournments or postponements of a shareholders’ meeting do not commence a new time period for the giving of a shareholder’s advance notice of director nominations or other business.

●

Explicitly provide that the advance notice procedures set forth in the By-Laws are the exclusive means for a shareholder to submit business proposals or director nominations at annual and special meetings, as applicable, other than proposals properly brought under Rule 14a-8 of the Securities and Exchange Act of 1934, as amended, and included in the Company’s notice of meeting.

●

Provide greater clarity regarding the Company’s authority to address non-compliance with the notice requirements.

Item 9.01

Financial Statements and Exhibits.

PARK ELECTROCHEMICAL CORP.

Date:    October 20, 2016

By:

/s/ Stephen E. Gilhuley

Name:

Stephen E. Gilhuley

Title:

Executive Vice President-Administration and Secretary

Number

Exhibit  

 3.1  

Amended and Restated By-Laws

8

3.2

Amended and Restated By-Laws marked to show changes to Prior By-Laws

20