8-KCorporate ChangesExhibits & Filings

Targa Resources Corp. 8-K Report, Bylaw Amendment (Jan 15, 2016)

Filed January 15, 2016For Securities:TRGP

Summary

Targa Resources Corp. (TRGP) filed an 8-K on January 15, 2016, reporting on amendments to its corporate bylaws, effective January 12, 2016. The primary changes involve the voting standards for director elections and the adoption of a director resignation policy. These amendments are designed to enhance corporate governance by shifting towards a majority vote standard for uncontested director elections and implementing a mechanism for director accountability. Specifically, the company will now require a majority vote for director elections unless the election is 'Contested.' Furthermore, incumbent directors nominated for re-election must submit a contingent resignation. This resignation becomes effective if the director fails to receive a majority of the votes cast in an uncontested election and the board accepts it. These changes reflect a commitment to shareholder responsiveness and good governance practices.

Key Highlights

  • 1Targa Resources Corp. amended its corporate bylaws on January 12, 2016.
  • 2The amendments introduce a majority vote standard for director elections in 'non-contested' scenarios.
  • 3A plurality vote standard will still apply for 'contested' director elections.
  • 4An unconditional resignation policy for incumbent directors seeking re-nomination has been adopted.
  • 5Directors failing to receive a majority vote in non-contested elections must submit a resignation that the Board can accept.
  • 6These bylaw changes are intended to improve corporate governance and director accountability.
  • 7The filing includes Exhibit 3.1, the First Amendment to the Amended and Restated Bylaws.

Frequently Asked Questions

The most significant change is the shift in the voting standard for director elections. For elections that are not 'contested,' directors will now need to receive a majority of the votes cast to be elected, replacing the previous plurality standard. For contested elections, the plurality standard remains in place.

Incumbent directors who are nominated for re-election must submit an irrevocable resignation letter. This resignation is contingent upon not receiving a majority of the votes cast in an election that is not contested, and it requires the Board of Directors to accept the proffered resignation.

These amendments were made to enhance corporate governance and improve director accountability. By adopting a majority vote standard for uncontested elections and implementing a director resignation policy, the company aims to align director elections more closely with shareholder will and increase responsiveness to shareholder feedback.

Yes, the amendments to the bylaws were approved by the Board of Directors and became effective on January 12, 2016.