Item 5.03. Amendments to Articles of Incorporation or Bylaws

On November 9, 2009, at the Company's 2009 Annual Meeting of Stockholders, the stockholders of the Company approved management's proposal (the "Declassification Proposal") to amend the Company's Certificate of Incorporation to eliminate the Company's classified board structure over three years and provide for the annual election of all directors. A description of that proposal is set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on September 29, 2009 and incorporated herein by reference. On November 13, 2009, the Company filed with the Secretary of State of Delaware an amendment to the Company's Certificate of Incorporation (the "Amendment") to implement the Declassification Proposal.

On November 9, 2009, the Company's Board amended the Company's Amended and Restated Bylaws, which became effective upon the Company's filing of the Amendment, as follows:

1. To incorporate changes to further implement the Declassification Proposal;

2. To revise the provisions requiring a stockholder seeking to propose business or make a nomination at a meeting of stockholders to provide the Company with advance notice at a meeting of stockholders, as follows:

† to move the deadline for providing notice to the Company of any such proposal generally from 30 days before the meeting date to 60 days before the anniversary of the prior annual meeting (with certain alternate provisions if the meeting is more than 30 days before or 50 days after such anniversary date), and

† to require additional informational disclosures of stockholders who wish to propose business or make nominations, as follows:

(1) The stockholder must be a stockholder of record at the time the proposal notice is delivered to the Company;

(2) The proposal notice must include the name, address and stockholdings of both the holder of record delivering the notice and all beneficial owners on whose behalf the nomination or proposal is being made; and

(3) The proposed notice must set forth any information about the stockholder of record and each beneficial owner that would be required to be disclosed in a contested election; and

3. To update the Bylaws with certain housekeeping and other changes consistent with current Delaware law and the New York Stock Exchange ("NYSE") listing rules, such as clarifying the language that directors are to be elected by plurality vote, permitting the Board to fix separate notice and voting record dates (including providing a mechanism for the Board to fix a record date for determining the stockholders who are entitled to consent to corporate action in writing without a meeting), updating the ability of the Company to communicate electronically with directors and stockholders, updating the availability of the Company's stockholder list to be consistent with the new requirements of Delaware law, and permitting the issuance of uncertificated shares to be consistent with the rules of the NYSE.

The above description is not a complete description of all the changes made to the Company's Bylaws, and is qualified in its entirety to the copy of the Company's Amended and Restated Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description 3.1 Amended and Restated Bylaws of International Rectifier Corporation. 10.1 Form of Performance Based Restricted Stock Unit Award Agreement for Messrs. Khaykin and Barrow. 10.2 Form of Performance Based Restricted Stock Unit Award Agreement for Messrs. Daskal and Bixler.

---