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

On October 28, 2009, the Board of Directors (the "Board") of Hawkins, Inc. (the "Company") approved the amendment and restatement of the By-laws of the Company. The amended and restated By-Laws are attached to this Current Report on Form 8-K as exhibit 3.1.

The amendments to the By-Laws implement changes that modernize the By-Laws to enable the Company to take advantage of the flexibility permitted under the Minnesota corporation statutes and include the following changes:

The By-Laws add a 90-day advance notice requirement for shareholder proposals other than nominations for directors, to ensure the Company and its shareholders receive sufficient notice of such proposals. The advance notice requirement for shareholder nominations of director candidates, which had been set at 60 days following the end of the Company's fiscal year, is revised to 90 days prior to the first anniversary of the preceding year's annual shareholders' meeting. Both advance notice provisions require information regarding the proponent's economic interests in the Company, including interests in derivative securities. These advance notice By-Law provisions are effective for the Company's 2010 annual shareholders' meeting.

Other changes to the Bylaws, which are effective as of October 28, 2009, include

• specific Board authority to designate a date and location for shareholder meetings,

• our chief executive officer now has authority to appoint and remove officers to the extent permitted by law,

• the requirement that the Board directly establish officers' salaries has been eliminated,

• the requirement that the CEO or President sign each contract on the Company's behalf has been eliminated, and

• other miscellaneous changes that reflect current statutory provisions (including the permitted use of electronic communications).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1 - Amended and Restated By-Laws of Hawkins, Inc.

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