8-KCorporate ChangesExhibits & Filings

ENTERGY CORP /DE/ 8-K Report, Bylaw Amendment (Jan 30, 2017)

Filed January 30, 2017For Securities:ETR

Summary

Entergy Corporation announced on January 30, 2017, that its Board of Directors approved an amendment and restatement of its bylaws. The most significant changes are the implementation of proxy access, which allows certain long-term shareholders to nominate directors, and an update to the advance notice procedures for shareholder proposals and nominations. These changes aim to enhance shareholder engagement and streamline corporate governance processes. Proxy access will be effective for the 2018 annual meeting. It permits a stockholder or a group of up to 20 stockholders, holding at least 3% of the company's stock for a minimum of three years, to nominate director candidates for inclusion in Entergy's proxy materials. The updated advance notice procedures require nominations and proposals for annual meetings to be submitted between 90 and 120 days before the anniversary of the prior year's annual meeting. These adjustments reflect a move towards greater shareholder rights and transparency in the director nomination and business proposal processes.

Key Highlights

  • 1Entergy Corporation's Board of Directors approved amendments to its corporate bylaws on January 27, 2017.
  • 2The Amended Bylaws implement a new 'proxy access' provision.
  • 3Proxy access allows qualifying stockholders (owning >=3% for >=3 years, individually or in groups of up to 20) to nominate director candidates for inclusion in company proxy materials.
  • 4Proxy access will be available starting with the 2018 annual meeting of stockholders.
  • 5Advance notice procedures for shareholder nominations and business proposals have been updated, requiring submissions between 90 and 120 days prior to the anniversary of the previous annual meeting.
  • 6The amendments also include other minor technical and clarifying changes to the bylaws.
  • 7The Amended Bylaws are effective January 27, 2017, with transitional provisions for the 2017 annual meeting.

Frequently Asked Questions

Proxy access is a corporate governance provision that allows eligible shareholders to nominate their own candidates for the board of directors and have those candidates included in the company's official proxy materials. For Entergy, this means shareholders who own at least 3% of the company's stock for at least three consecutive years, either individually or as a group of up to 20 stockholders, can nominate directors starting from the 2018 annual meeting.

The bylaws have been updated to require that any nominations for directors or notices of other business to be brought before an annual meeting must generally be submitted not less than 90 days and not more than 120 days prior to the anniversary date of the immediately preceding annual meeting. This aims to provide sufficient time for review and inclusion in the company's proxy statements.

The Amended Bylaws are effective as of January 27, 2017. However, Entergy will accept nominations or proposals for the 2017 annual meeting if they would have been timely submitted under the prior bylaws, providing a transition period.

Yes, to utilize proxy access, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of Entergy's outstanding common stock for a minimum of three years. Additionally, the shareholder(s) and their nominees must meet specific requirements outlined in the Amended Bylaws.