01—Abstract
Summary
Summary of the 8-K/A filed December 17, 2024. Cited figures are marked; the original filing is the authoritative source.
This Form 8-K Amendment No. 8, filed December 17, 2024, contains no financial results, earnings, or guidance.
It replaces the description of Dominion Energy's capital stock previously filed in Amendment No. 7 on February 21, 2023, so the description can be incorporated by reference into SEC forms that allow it. The update is mainly housekeeping: it removes references to the 4.65%a Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, which Dominion redeemed in full effective December 15, 2024. As of the filing date, Dominion's authorized capital stock was 1.77 billion shares, made up of 1.75 billion common shares and 20 million preferred shares.
About 840 million common shares were outstanding as of December 13, 2024. Only one preferred series remains: 1,000,000 shares of 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, issued December 9, 2021, with a $1,000b per-share liquidation preference. Preferred dividends accumulate whether or not declared, and while they are unpaid, common dividends and common share repurchases are restricted.
For investors, the main takeaways are the reduced preferred capital structure following the Series B redemption and the governance terms in the filing, which cover Virginia anti-takeover provisions, shareholder meeting and proposal rules, proxy access, and exclusive forum selection. The filing does not change the company's operating or financial position.
02—Key points
Key Highlights
- Amendment No. 8 to Form 8-K replaces the capital stock description from Amendment No. 7 (February 21, 2023) for use in incorporation by reference into SEC filings.
- The 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock was redeemed in full effective December 15, 2024, and is removed from the description.
- Authorized capital is 1.77 billion shares: 1.75 billion common and 20 million preferred. About 840 million common shares were outstanding as of December 13, 2024.
- The only preferred stock still outstanding is 1,000,000 shares of 4.35% Series C Preferred (issued December 9, 2021), with a $1,000 per-share liquidation preference.
- Series C dividends accumulate whether or not declared. Until accumulated dividends are paid, Dominion cannot pay common dividends or repurchase junior stock.
- Common stock is listed on the NYSE under 'D'. Broadridge Corporate Issuer Solutions serves as transfer agent and registrar.
- Governance terms include Virginia Act business combination and control share provisions (Dominion has not opted out), majority-vote director elections, proxy access for holders of 3% for three years, and exclusive Virginia forum selection.
03—Questions
Frequently Asked Questions
Why did Dominion file this 8-K amendment?
It replaces the capital stock description filed in February 2023 so that current SEC forms can incorporate an accurate description by reference. The main change is removing the Series B preferred stock, which was redeemed in full effective December 15, 2024.
Does this filing include any financial results or guidance?
No. The filing contains only a description of capital stock and related governance terms. It does not report earnings, revenue, cash flow, or guidance.
What preferred stock remains outstanding?
One million shares of 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock, issued December 9, 2021. Holders have a $1,000 per-share liquidation preference plus accrued and unpaid dividends, and no general voting rights, except for the right to elect two additional directors if dividends are unpaid for three semi-annual periods.
How could the preferred stock affect common shareholders?
Series C dividends accumulate whether or not declared. As long as they remain unpaid, Dominion cannot pay dividends on common stock or repurchase junior stock, except for specified exceptions. Preferred holders also rank ahead of common shareholders in liquidation.
Are there anti-takeover provisions investors should know about?
Yes. Virginia Act provisions require two-thirds shareholder approval for certain affiliated transactions with holders of more than 10% of voting shares, and restrict control share acquisitions at 20%, 33 1/3%, and 50% thresholds. Dominion has not opted out of either. The articles also require supermajority-like approval for certain amendments, and the company has no plan to allow shareholders to act by less than unanimous written consent.
04—Continue