8-KCorporate ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Bylaw Amendment (Dec 17, 2015)

Filed December 17, 2015For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on December 16, 2015, reporting an amendment to its Amended and Restated Bylaws, effective December 17, 2015. The key change implemented is the adoption of proxy access, a significant governance reform that allows certain shareholders to nominate director candidates for inclusion in the company's proxy materials. This move is investor-focused as it provides shareholders with a more direct mechanism to influence board composition. Under the new bylaw, a shareholder or a group of up to 20 shareholders holding at least 3% of the company's common stock continuously for three years can nominate director candidates. These candidates can fill up to two seats or 20% of the board, whichever is greater, provided all stipulated requirements are met. This amendment signals Dominion's responsiveness to shareholder governance demands and enhances accountability.

Key Highlights

  • 1Dominion Energy adopted proxy access by amending its Bylaws, effective December 17, 2015.
  • 2Shareholders meeting specific ownership and holding period requirements can now nominate director candidates.
  • 3The shareholder group must own at least 3% of outstanding common stock continuously for three years.
  • 4Nominated director candidates can fill up to two seats or 20% of the Board, whichever is greater.
  • 5This change allows for greater shareholder influence on board composition.
  • 6The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1.

Frequently Asked Questions

Proxy access is a corporate governance provision that allows long-term, significant shareholders to nominate directors on the company's proxy card. This is important for investors because it provides a more direct and cost-effective way to nominate director candidates, potentially increasing board accountability and responsiveness to shareholder interests.

To use proxy access, a shareholder or a group of up to 20 shareholders must collectively own at least 3% of Dominion Energy's outstanding common stock. This ownership must be maintained continuously for at least three years prior to the nomination.

Under Dominion Energy's new bylaw, proxy access can be used to nominate director candidates to occupy up to two seats on the Board, or 20% of the Board seats, whichever number is greater.

No, this filing specifically addresses amendments to Dominion Energy's Bylaws regarding proxy access. It does not change the company's articles of incorporation or its fiscal year.