ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Other Events
Item 8.01 Other Events.
The following updates the description of our common stock filed
on Form 8-A to the Securities Exchange Act of 1934, as amended.
on Form 8-A to the Securities Exchange Act of 1934, as amended.
General
Our authorized capital stock consists of 200,000,000 shares of
common stock, no par value, of which 105,274,535 shares were
outstanding on March 24, 2017. Each of our shares of common stock
is entitled to one vote on all matters voted upon by
shareholders. Our shareholders do not have cumulative voting
rights. Our issued and outstanding shares of common stock are
fully paid and nonassessable. There are no redemption or sinking
fund provisions applicable to the shares of our common stock, and
such shares are not entitled to any preemptive rights. Since we
are incorporated in both Texas and Virginia, we must comply with
the laws of both states when issuing shares of our common stock.
common stock, no par value, of which 105,274,535 shares were
outstanding on March 24, 2017. Each of our shares of common stock
is entitled to one vote on all matters voted upon by
shareholders. Our shareholders do not have cumulative voting
rights. Our issued and outstanding shares of common stock are
fully paid and nonassessable. There are no redemption or sinking
fund provisions applicable to the shares of our common stock, and
such shares are not entitled to any preemptive rights. Since we
are incorporated in both Texas and Virginia, we must comply with
the laws of both states when issuing shares of our common stock.
Holders of our shares of common stock are entitled to receive
such dividends as may be declared from time to time by our board
of directors from our assets legally available for the payment of
dividends and, upon our liquidation, a pro rata share of all of
our assets available for distribution to our shareholders.
such dividends as may be declared from time to time by our board
of directors from our assets legally available for the payment of
dividends and, upon our liquidation, a pro rata share of all of
our assets available for distribution to our shareholders.
American Stock Transfer Trust Company is the registrar and
transfer agent for our common stock.
transfer agent for our common stock.
Charter and Bylaws Provisions
Some provisions of our articles of incorporation and bylaws may
be deemed to have an anti-takeover effect. The following
description of these provisions is only a summary, and we refer
you to our articles of incorporation and bylaws for more
information. Our articles of incorporation and bylaws are
included as exhibits to our annual reports on Form 10-K filed
with the Securities and Exchange Commission (SEC).
be deemed to have an anti-takeover effect. The following
description of these provisions is only a summary, and we refer
you to our articles of incorporation and bylaws for more
information. Our articles of incorporation and bylaws are
included as exhibits to our annual reports on Form 10-K filed
with the Securities and Exchange Commission (SEC).
Cumulative Voting.>Our articles of incorporation prohibit
cumulative voting. In general, in the absence of cumulative
voting, one or more persons who hold a majority of our
outstanding shares can elect all of the directors who are subject
to election at any meeting of shareholders.
cumulative voting. In general, in the absence of cumulative
voting, one or more persons who hold a majority of our
outstanding shares can elect all of the directors who are subject
to election at any meeting of shareholders.
Removal of Directors.>Our articles of incorporation and bylaws
also provide that our directors may be removed only for cause and
upon the affirmative vote of the holders of at least 75 percent
of the shares then entitled to vote at an election of directors.
also provide that our directors may be removed only for cause and
upon the affirmative vote of the holders of at least 75 percent
of the shares then entitled to vote at an election of directors.
Fair Price Provisions.>Article VII of our articles of
incorporation provides certain Fair Price Provisions for our
shareholders. Under Article VII, a merger, consolidation, sale of
assets, share exchange, recapitalization or other similar
transaction, between us or a company controlled by or under
common control with us and any individual, corporation or other
entity which owns or controls 10 percent or more of our voting
capital stock, would be required to satisfy the condition that
the aggregate consideration per share to be received in the
transaction for each class of our voting capital stock be at
least equal to the highest per share price, or equivalent price
for any different classes or series of stock, paid by the 10
percent shareholder in acquiring any of its holdings of our
stock. If a proposed transaction with a 10 percent shareholder
does not meet this condition, then the transaction must be
approved by the holders of at least 75 percent of the outstanding
shares of voting capital stock held by our shareholders other
than the 10 percent shareholder, unless a majority of the
directors who were members of our board
incorporation provides certain Fair Price Provisions for our
shareholders. Under Article VII, a merger, consolidation, sale of
assets, share exchange, recapitalization or other similar
transaction, between us or a company controlled by or under
common control with us and any individual, corporation or other
entity which owns or controls 10 percent or more of our voting
capital stock, would be required to satisfy the condition that
the aggregate consideration per share to be received in the
transaction for each class of our voting capital stock be at
least equal to the highest per share price, or equivalent price
for any different classes or series of stock, paid by the 10
percent shareholder in acquiring any of its holdings of our
stock. If a proposed transaction with a 10 percent shareholder
does not meet this condition, then the transaction must be
approved by the holders of at least 75 percent of the outstanding
shares of voting capital stock held by our shareholders other
than the 10 percent shareholder, unless a majority of the
directors who were members of our board
immediately prior to the time the 10 percent shareholder
involved in the proposed transaction became a 10 percent
shareholder have either:
involved in the proposed transaction became a 10 percent
shareholder have either:
|
expressly approved in advance the acquisition of the
outstanding shares of our voting capital stock that caused the 10 percent shareholder to become a 10 percent>shareholder; or |
|
approved the transaction either in advance of or
subsequent to the 10 percent shareholder becoming a 10 percent shareholder. |
The provisions of Article VII may not be amended, altered,
changed, or repealed except by the affirmative vote of at least
75 percent of the votes entitled to be cast thereon at a
meeting of our shareholders duly called for consideration of
such amendment, alteration, change, or repeal. In addition, if
there is a 10 percent shareholder, such action must also be
approved by the affirmative vote of at least 75 percent of the
outstanding shares of our voting capital stock held by the
shareholders other than the 10 percent shareholder.
changed, or repealed except by the affirmative vote of at least
75 percent of the votes entitled to be cast thereon at a
meeting of our shareholders duly called for consideration of
such amendment, alteration, change, or repeal. In addition, if
there is a 10 percent shareholder, such action must also be
approved by the affirmative vote of at least 75 percent of the
outstanding shares of our voting capital stock held by the
shareholders other than the 10 percent shareholder.
Shareholder Proposals and Director Nominations.>Our
shareholders can submit shareholder proposals and nominate
candidates for the board of directors if the shareholders
follow the advance notice procedures described in our bylaws.
shareholders can submit shareholder proposals and nominate
candidates for the board of directors if the shareholders
follow the advance notice procedures described in our bylaws.
Shareholder proposals (other than those sought to be included
in our proxy statement) must be submitted to our corporate
secretary at least 60 days, but not more than 85 days, before
the annual meeting; provided, however, that if less than 75
days notice or prior public disclosure of the date of the
annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be received by our corporate
secretary no later than the close of business on the 25th day
following the day on which such notice of the date of the
annual meeting was provided or such public disclosure was made.
The notice must include a description of the proposal, the
shareholders name and address and the number of shares held,
and all other information which would be required to be
included in a proxy statement filed with the SEC if the
shareholder were a participant in a solicitation subject to the
SECs proxy rules. To be included in our proxy statement for an
annual meeting, our corporate secretary must receive the
proposal at least 120 days prior to the anniversary of the date
we mailed the proxy statement for the prior years annual
meeting.
in our proxy statement) must be submitted to our corporate
secretary at least 60 days, but not more than 85 days, before
the annual meeting; provided, however, that if less than 75
days notice or prior public disclosure of the date of the
annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be received by our corporate
secretary no later than the close of business on the 25th day
following the day on which such notice of the date of the
annual meeting was provided or such public disclosure was made.
The notice must include a description of the proposal, the
shareholders name and address and the number of shares held,
and all other information which would be required to be
included in a proxy statement filed with the SEC if the
shareholder were a participant in a solicitation subject to the
SECs proxy rules. To be included in our proxy statement for an
annual meeting, our corporate secretary must receive the
proposal at least 120 days prior to the anniversary of the date
we mailed the proxy statement for the prior years annual
meeting.
To nominate directors, shareholders must submit a written
notice to our corporate secretary at least 60 days, but not
more than 85 days, before a scheduled meeting; provided,
however, that if less than 75 days notice or prior public
disclosure of the date of the annual meeting is given or made
to shareholders, such nomination shall have been received by
our corporate secretary no later than the close of business on
the 25th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was
made. The notice must include the name and address of the
shareholder and of the shareholders nominee, the number of
shares held by the shareholder, a representation that the
shareholder is a holder of record of common stock entitled to
vote at the meeting, and that the shareholder intends to appear
in person or by proxy to nominate the persons specified in the
notice, a description of any arrangements between the
shareholder and the shareholders nominee, information about the
shareholders nominee required by the SEC and the written
consent of the shareholders nominee to serve as a director.
notice to our corporate secretary at least 60 days, but not
more than 85 days, before a scheduled meeting; provided,
however, that if less than 75 days notice or prior public
disclosure of the date of the annual meeting is given or made
to shareholders, such nomination shall have been received by
our corporate secretary no later than the close of business on
the 25th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was
made. The notice must include the name and address of the
shareholder and of the shareholders nominee, the number of
shares held by the shareholder, a representation that the
shareholder is a holder of record of common stock entitled to
vote at the meeting, and that the shareholder intends to appear
in person or by proxy to nominate the persons specified in the
notice, a description of any arrangements between the
shareholder and the shareholders nominee, information about the
shareholders nominee required by the SEC and the written
consent of the shareholders nominee to serve as a director.
Shareholder proposals and director nominations that are late or
that do not include all required information may be rejected.
This could prevent shareholders from bringing certain matters
before an annual or special meeting or making nominations for
directors.
that do not include all required information may be rejected.
This could prevent shareholders from bringing certain matters
before an annual or special meeting or making nominations for
directors.
About ATMOS ENERGY CORPORATION (NYSE:ATO)
Atmos Energy Corporation is engaged primarily in the regulated natural gas distribution and pipeline businesses, as well as other nonregulated natural gas businesses. The Company operates through three segments: regulated distribution segment, which includes its regulated distribution and related sales operations; regulated pipeline segment, which includes the pipeline and storage operations of its Atmos Pipeline-Texas Division, and nonregulated segment, which includes its nonregulated natural gas management, nonregulated natural gas transmission, storage and other services. The Company’s nonregulated businesses provide natural gas management, marketing, transportation and storage services to municipalities, local gas distribution companies, including certain of its natural gas distribution divisions and industrial customers principally in the Midwest and Southeast. ATMOS ENERGY CORPORATION (NYSE:ATO) Recent Trading Information
ATMOS ENERGY CORPORATION (NYSE:ATO) closed its last trading session up +0.09 at 80.40 with 337,427 shares trading hands.
