CALPINE CORPORATION (NYSE:CPN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03–AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Item 5.03–SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 5.03–FINANCIAL STATEMENTS AND EXHIBITS
Item 5.03— AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On April 9, 2018, the sole shareholder of Calpine Corporation (the “Company” or “Calpine”), acting without a meeting, voted (a) to approve certain amendments to the Company’s certificate of incorporation (i) to reduce the number of shares of common stock of the Company authorized for issuance to 5,000 shares and (ii) to permit the sole shareholder of the Company to designate one or more persons to serve as a non-voting member of the Board of Directors (the “Non-Voting Director Amendment”) and (b) to approve certain conforming amendments to the Company’s bylaws in connection with the Non-Voting Director Amendment to clarify that certain actions require a vote of the majority of the directors entitled to vote serving on the Board of Directors.
The foregoing summary is qualified in its entirety by reference to the complete copy of the amended and restated certificate of incorporation, a copy of which is attached as Exhibit3.1 to this Current Report on Form 8-K and is incorporated by reference herein and to the complete copy of the amended and restated bylaws, a copy of which is attached as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated by reference herein. Additionally, a copy of each of the amended and restated certificate of incorporation and of the amended and restated bylaws marked to show changes is also attached as Exhibit 3.2 and Exhibit 3.4, respectively (additions areunderlinedand deletions are struck through).
Item 5.03— SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information disclosed above under Item 5.03 is incorporated herein by reference.
Item 5.03—FINANCIAL STATEMENTS AND EXHIBITS
Fourth Amended and Restated Certificate of Incorporation of Calpine Corporation
Fourth Amended and Restated Certificate of Incorporation of Calpine Corporation (marked)
Third Amended and Restated By-Laws of Calpine Corporation
Third Amended and Restated By-Laws of Calpine Corporation (marked)
CALPINE CORP ExhibitEX-3.1 2 exhibit31-fourthamendedand.htm FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CALPINE Exhibit EXHIBIT 3.1FOURTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFCALPINE CORPORATION(the “Corporation”)FIRST: The name of the Corporation is “Calpine Corporation”.SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive,…To view the full exhibit click here About CALPINE CORPORATION (NYSE:CPN) Calpine Corporation is a power generation company. The Company is engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. The Company’s segments include West (including geothermal), Texas and East (including Canada). In the Northeast and Mid-Atlantic regions, the Company has generating units capable of burning either natural gas or fuel oil. The Company operates its business through various divisions and subsidiaries. The Company’s portfolio consists of various types of power generation technologies, including natural gas-fired combustion turbines, which include combined-cycle plants and renewable geothermal conventional steam turbines. Its Geysers Assets located in northern California represent the geothermal power generation portfolio in the United States, as well as the producing power generation asset of all renewable energy in the state of California.