8-KCorporate ChangesExhibits & Filings

SEMPRA 8-K Report, Bylaw Amendment (Apr 14, 2020)

Filed April 14, 2020For Securities:SRESREA

Summary

Sempra Energy (SRE) filed an 8-K on April 14, 2020, announcing amendments to its Bylaws, effective immediately. These changes were primarily driven by the need for greater flexibility in conducting shareholder meetings, especially in light of the COVID-19 pandemic and a related California Executive Order. The amendments allow for virtual shareholder meetings, flexible notice methods, adjustments to election inspectors and vote tabulators, and expanded authority for meeting adjournment. For investors, these changes signify a proactive approach by Sempra's management to ensure the continuity of corporate governance and shareholder engagement despite unprecedented circumstances. The ability to hold virtual meetings is particularly important for ensuring shareholder rights and participation are upheld, even if physical gatherings are not feasible. Additionally, the flexibility in adjournment procedures provides management with necessary tools to navigate unforeseen disruptions.

Key Highlights

  • 1Sempra Energy adopted amended and restated Bylaws effective April 14, 2020.
  • 2The primary driver for amendments is to enhance flexibility for shareholder meetings due to the COVID-19 pandemic and California Executive Order.
  • 3Shareholder meetings, including the upcoming Annual Shareholders Meeting on May 5, 2020, can now be held at a virtual location.
  • 4Notice of meetings can be provided through any legally permissible means, including those mandated by executive orders.
  • 5The Bylaws were updated to provide flexibility regarding election inspectors, vote tabulators, and presiding officer authority to adjourn meetings.
  • 6Clarifying and conforming changes were made regarding meeting adjournments.
  • 7Additional flexibility was introduced regarding the form of the Company's share certificates.

Frequently Asked Questions

Sempra Energy amended its Bylaws to provide greater flexibility in administering shareholder meetings, particularly in response to the challenges posed by the COVID-19 pandemic and a related executive order from the Governor of California. These changes aim to ensure the company can effectively hold its meetings, including the upcoming annual meeting, under various circumstances.

The most significant change for shareholders is the express permission for shareholder meetings, including the Annual Shareholders Meeting, to be held at a virtual location. This allows for continued shareholder participation and governance even if physical meetings are not possible or advisable.

The amendments provide flexibility to the persons permitted to serve as an inspector of election and vote tabulator. While the core process of voting remains, the company has added flexibility in who can perform these essential functions to ensure the integrity of the voting process, regardless of meeting format.

Yes, the amendments also provide additional flexibility regarding the form of Sempra Energy's share certificates. Specific details on this flexibility would be found in the full Amended Bylaws.