What is the main purpose of the bylaw amendments?

The primary purpose of the bylaw amendments is to implement 'proxy access,' which allows eligible long-term shareholders to nominate directors for inclusion in Sempra Energy's proxy materials, thereby enhancing shareholder influence on board composition.

What are the eligibility requirements for a shareholder to use proxy access?

To be eligible for proxy access, a shareholder, or a group of no more than 20 shareholders, must have continuously owned at least 3% of the company's outstanding stock entitled to vote for directors for at least three years.

How many directors can eligible shareholders nominate through proxy access?

Eligible shareholders can nominate up to the greater of two directors or 20% of the number of directors then in office.

Besides proxy access, what other changes were made to the bylaws?

The bylaws were also updated to provide more flexibility regarding board meetings (e.g., removing the automatic post-annual meeting director meeting requirement), revise quorum requirements for directors, and update advance notice procedures for shareholder director nominations to ensure more comprehensive information and compliance from nominees.

SRE/SREA 8-K: Corporate Changes

Summary

Sempra Energy (SRE) filed an 8-K on December 16, 2015, reporting amendments to its corporate bylaws, effective immediately upon adoption by the Board of Directors on December 15, 2015. The most significant change is the adoption of 'proxy access,' allowing eligible shareholders to nominate directors to be included in the company's proxy materials. This provides a mechanism for long-term shareholders to have a greater say in board composition. Beyond proxy access, the amendments also introduced greater flexibility in board meeting procedures, including adjustments to the requirements for special meetings and director quorums. Furthermore, the company updated advance notice requirements for shareholder director nominations, ensuring more comprehensive disclosure and compliance with company policies from nominees. These changes reflect an evolving corporate governance landscape and an effort to enhance shareholder engagement.

Key Highlights

1Sempra Energy adopted amended bylaws on December 15, 2015, effective immediately.
2Key amendment introduces 'proxy access' allowing eligible shareholders to nominate directors for inclusion in company proxy materials.
3Shareholder proxy access requires continuous ownership of at least 3% of outstanding stock for three years.
4Eligible shareholders can nominate up to two directors or 20% of the board, whichever is greater.
5Bylaws were updated to provide flexibility in scheduling and quorum requirements for board meetings.
6Advance notice requirements for shareholder director nominations were revised to include more disclosure and nominee compliance mandates.
7The amended bylaws are filed as Exhibit 3.1 to the Form 8-K.

SEMPRA 8-K Report, Bylaw Amendment (Dec 17, 2015)

Summary

Key Highlights

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