UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 20, 2023, the board of directors (the “Board”) of Southwest Gas Holdings, Inc. (the “Company”) adopted an amendment to the Company’s bylaws (the “Bylaw Amendment”), which became effective immediately upon adoption. The Bylaw Amendment, provides that the deadline (the “Stockholder Proposal Deadline”) for the receipt of written notice by a stockholder of any business, including the nomination of any person for election to the Board, to be brought before the Company’s 2024 annual meeting of stockholders, including any adjournments or postponements thereof (the “2024 Annual Meeting”), shall be the close of business on December 22, 2023 or such later date (if any) as the Board on or prior to December 22, 2023 may determine. The Bylaw Amendment has the effect of extending the term of the Amended and Restated Cooperation Agreement, dated as of October 24, 2022 (the “Cooperation Agreement”), by and among the Company and Carl C. Icahn and the persons and entities named therein by 30 days as the Cooperation Agreement terminates 30 days prior to the deadline for shareholder nominations for the 2024 Annual Meeting.
The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Amendment to Amended and Restated Bylaws of Southwest Gas Holdings, Inc., effective October 20, 2023. | |
| 104 | Cover Page formatted in Inline XBRL. | |
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 duly authorized.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||
| October 25, 2023 | /s/ THOMAS E. MORAN | |||||
| Thomas E. Moran | ||||||
| Vice President/General Counsel/Corporate Secretary | ||||||
Exhibit 3.1
AMENDMENT TO BYLAWS
SOUTHWEST GAS HOLDINGS, INC.
a Delaware corporation
Effective as of October 20, 2023, the Amended and Restated Bylaws (the “Bylaws”) of Southwest Gas Holdings, Inc. (the “Corporation”) are hereby amended as follows:
1. by adding, at the end of Section 3.3(a) of the Bylaws, the following sentence:
“Notwithstanding anything to the contrary in these Bylaws, with respect to the Corporation’s 2024 annual meeting, notice by the stockholder under this Section 3.3(a), to be timely, must be delivered to the Secretary as provided in the foregoing provisions of this Section 3.3(a) not later than the close of business on December 22, 2023 or such later date (if any) as the Board of Directors on or prior to December 22, 2023 may determine.”
2. by adding, at the end of the first paragraph of Section 2.10(b) of the Bylaws, the following sentence:
“Notwithstanding anything to the contrary in these Bylaws, with respect to the Corporation’s 2024 annual meeting, notice by the stockholder under this Section 2.10(b), to be timely, must be delivered to the Secretary as provided in the foregoing provisions of this Section 2.10(b) not later than the close of business on December 22, 2023 or such later date (if any) as the Board of Directors on or prior to December 22, 2023 may determine.”