Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vistra Corp.: Stockholders approved three Charter Amendments: officer exculpation, repeal of waiver of corporate opportunities, and removal of supermajority voting standards for amending certificate of incorporation (effective 2025-05-02).
- Change
- charter amendment
- Effective
- 2025-05-02
Exact text from the filing
The Charter Amendments effected the following changes, respectively: (i) the exculpation from liability for certain Company officers under certain circumstances, as permitted by Delaware law; (ii) the repeal of provisions relating to the waiver of corporate opportunities in favor of former principal stockholders of the Company; and (iii) the removal of the 66 2/3% supermajority voting standards for the Company’s stockholders to amend certain provisions of the Restated Certificate of Incorporation, replacing such provisions with a simple majority standard in each case, as applicable following the stockholder vote (the “Supermajority Amendment”).
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vistra Corp.: Board approved an amendment to the Bylaws to conform to the Supermajority Amendment, replacing supermajority voting standards with a simple majority standard (effective 2025-05-02).
- Change
- bylaw amendment
- Effective
- 2025-05-02
Exact text from the filing
Contingent upon stockholder approval of the Supermajority Amendment at the Annual Meeting and the subsequent filing of the Amended and Restated Certificate of Incorporation, the Board approved an amendment to the Company’s amended and restated bylaws (the “Bylaws”), to conform the Bylaws to the proposed Supermajority Amendment, as described above.
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