ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2019, the Board of Directors of the Company adopted amendments to the Company’s Bylaws, effective immediately. The Board adopted an amendment to Section 2.02 “Annual Meeting” to remove references to the annual meeting of shareholders being held on the second Wednesday of February each year, such that the annual meeting of shareholders shall be held at such place, on such date and at such time as the Board of Directors shall determine by resolution. The Board adopted an amendment to Section 3.06 “Resignation and Removal” to clarify that a director may resign at any time from the Board of Directors by giving written notice to the Secretary of the Company rather than to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary of the Company. The Board removed Section 4.01 “First Meeting” that required the newly elected Board of Directors to hold a meeting immediately following the annual meeting of shareholders. The Board adopted an amendment to Section 8.01 “Officers” and added Section 8.09 “Division Presidents” to add that Division Presidents will be elected as officers of the Company. Finally, several other sections of the Bylaws were amended to clarify or remove outdated provisions and conform certain provisions based on the amendments mentioned above. The Amended and Restated Bylaws (as of February 5, 2019) reflecting all amendments adopted by the Board are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the company’s 2019 annual meeting of shareholders on February 6, 2019, of the 116,888,646 total shares of common stock outstanding and entitled to vote,a total of 106,806,169 shares were represented, constituting a 91.37% quorum. The final results for each of the matters submitted to a vote of our shareholders at the annual meeting are as follows:
Proposal No. 1: All of the board’s nominees for director were elected by our shareholders to serve until the company’s 2020 annual meeting of shareholders or until their respective successors are elected and qualified, with the vote totals as set forth in the table below:
|
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
|
Robert W. Best |
91,187,185 |
1,740,776 |
147,581 |
13,730,627 |
|
Kim R. Cocklin |
91,410,256 |
1,520,862 |
144,424 |
13,730,627 |
|
Kelly H. Compton |
92,589,792 |
328,552 |
157,198 |
13,730,627 |
|
Sean Donohue |
92,508,204 |
404,668 |
162,670 |
13,730,627 |
|
Rafael G. Garza |
92,342,179 |
572,471 |
160,892 |
13,730,627 |
|
Richard K. Gordon |
90,472,191 |
2,440,993 |
162,358 |
13,730,627 |
|
Robert C. Grable |
92,153,527 |
759,750 |
162,265 |
13,730,627 |
|
Michael E. Haefner |
91,931,001 |
981,993 |
162,548 |
13,730,627 |
|
Nancy K. Quinn |
90,447,865 |
2,474,905 |
152,772 |
13,730,627 |
|
Richard A. Sampson |
92,619,652 |
291,772 |
164,118 |
13,730,627 |
|
Stephen R. Springer |
91,234,701 |
1,682,405 |
158,436 |
13,730,627 |
|
Diana J. Walters |
89,409,780 |
3,514,633 |
151,129 |
13,730,627 |
|
Richard Ware II |
91,125,334 |
1,779,502 |
170,706 |
13,730,627 |
Proposal No. 2: The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2019 was ratified by our shareholders, with the vote totals as set forth in the table below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
105,278,415 |
1,317,042 |
210,712 |
Proposal No. 3: Our shareholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers for fiscal 2018, with the vote totals as set forth in the table below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
88,602,825 |
4,094,917 |
377,800 |
13,730,627 |
Proposal No. 4: A shareholder proposal requesting the Company to provide a report on methane emissions was not approved, with the vote totals as set forth in the table below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
32,041,489 |
59,983,269 |
1,050,784 |
13,730,627 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
ATMOS ENERGY CORP Exhibit
EX-3.1 2 ato20190211exhibit31.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATED BYLAWSOFATMOS ENERGY CORPORATION(as of February 5,…
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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.