Essential Utilities adopts amended bylaws updating director nomination procedures for universal proxy rules

Essential Utilities, Inc.

Board approved Amended and Restated Bylaws effective October 25, 2023, implementing Rule 14a-19 universal proxy requirements.
Changes include new notice and documentation requirements for shareholder nominations, and proxy card color rules.
Amendments also clarify vote treatment for disqualified or withdrawn nominees and cap nominees at number of directors to be elected.
Company intends to submit the amended bylaws for shareholder ratification at the 2024 annual meeting.

Key facts

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

Essential Utilities, Inc.: Amended Section 4.14 to implement universal proxy rules under Rule 14a-19 for shareholder director nominations (effective 2023-10-25).

Change: bylaw amendment
Effective: 2023-10-25

Exact text from the filing

On October 25, 2023, the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of such date. The amendments to the Bylaws principally amend Section 4.14 of the Bylaws to set forth the nomination process whereby a shareholder can submit a nomination for election of a person or persons to serve on the Board, other than pursuant to the “proxy access” nomination process set forth in Section 4.15 of the Bylaws. These changes were made to revise the Company’s prior nomination process to implement the universal proxy rules governing contested elections of directors under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Source: SEC EDGAR

accession 0001552781-23-000414

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