UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 232, 2019

(Date of earliest event reported)

CRAY INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Washington	~~0-26820~~	930-~~0962605~~26820	93-0962605
(State or other jurisdictionof incorporation)	(Commissionfile number)	(I.R.S. EmployerIdentification No.)
(State or other Jurisdictionof Incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)

901 Fifth Avenue, Suite 1000



901 Fifth Avenue, Suite 1000		98164
Seattle	WA
(Address of Principal Executive Offices)		(Zip Code)

~~Seattle~~Registrant’s telephone number, WAincluding ~~98164~~area code: (206) 701-2000

(Address of principal executive offices)

98164

(Zip Code)

(206) 701-2000

(Registrant’s telephone number, including area code)

None

(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 ~~obligations~~obligation of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CRAY	Nasdaq Stock Market LLC

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 o ☐

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~~. o~~ ☐

Item 5 2.0302 Results ~~Amendment~~of toOperations ~~Bylaws.~~and Financial Condition

On ~~June 23~~August 2, 2019, ~~the Board of Directors (the “Board”) of~~ Cray Inc. ~~(the~~announced ~~“Company”)~~its ~~approved~~financial ~~the~~results ~~fourth~~for ~~amendment~~its ~~(the~~second ~~“Amendment”)~~quarter toended ~~the Company’s Amended and Restated Bylaws~~June 30, ~~as amended, which Amendment became effective immediately~~2019. A copy ~~The~~of ~~Amendment provides that (i)~~ the ~~Board~~press ~~may~~release ~~postpone,~~issued ~~reschedule~~in ~~(to~~connection awith ~~date and time determined by~~ the ~~Board) or cancel any previously scheduled annual or special meeting of shareholders, provided that subject to applicable law, any adjournment, postponement or rescheduling of such meeting or the~~ announcement ~~thereof~~is ~~will~~furnished ~~not~~as ~~commence~~Exhibit 99.1 ~~a new time period for the giving of a shareholder’s notice; (ii) if a quorum fails~~ to ~~attend~~this ~~any~~Current ~~meeting~~Report ~~of shareholders, the chairperson of such meeting or, if directed to be voted~~ on by the chairperson of such meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or represented by proxy at such meeting may adjourn the meeting; and (iii) meetings of shareholders will be presided over by (a) such person as designated by the Board, or (b) in the absence of such person, the Chairman of the Board, or, (c) in the absence of such person, the Chief Executive Officer of the CompanyForm 8-K.

~~The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1~~Item to9.01 Financial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~incorporated~~Exhibits ~~herein by reference.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description of Document
3.1		Fourth Amendment to Amended and Restated Bylaws.



99.1	Press Release of Cray Inc., dated August 2, 2019

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

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 ~~hereunto~~thereunto duly authorized.

		CRAY INC.
Date: June 24, 2019	By:	/s/ Michael C. Piraino
		Michael C. Piraino
		Senior Vice President Administration, General Counsel and Corporate Secretary

Date: August 2, 2019



Cray Inc.

By:		/s/ MICHAEL C. PIRAINO
		Michael C. Piraino Senior Vice President Administration, General Counsel and Corporate Secretary

Filing Compare · CRAY INC