Essential Utilities, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 12/28/2020   Download
SEC Document
SEC Filing

On December 23, 2020, upon the recommendation of the Corporate Governance Committee of the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”), the Board amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to add a bylaw setting forth the process by which shareholders can include their director nominees in the Company’s annual meeting proxy materials (the “Proxy Access Bylaw”) and to explicitly authorize virtual meetings of shareholders as described below.

 

Under the Proxy Access Bylaw, any eligible shareholder, or eligible group of up to 20 shareholders, owning 3% or more of the Company’s common stock continuously for a three-year period and through the date of the next annual meeting of shareholders may, subject to certain limitations and conditions, nominate and include in the Company’s proxy materials for such annual meeting of shareholders a number of director nominees not to exceed the greater of (a) one director and (b) 20% of the directors then serving on the Board (rounded down to the nearest whole number). As a condition to the use of the Proxy Access Bylaw, the eligible shareholder or eligible group of shareholders and each director nominee must satisfy all of the requirements specified in the Proxy Access Bylaw, including the requirement that notice of a nomination be provided to the Company’s Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the date of the definitive proxy statement sent in connection with the preceding year’s annual meeting of shareholders. The Proxy Access Bylaw took effect upon adoption and the process will be first available to shareholders beginning with the Company’s 2022 annual meeting of shareholders.

 

In addition, consistent with Pennsylvania law, the Bylaws explicitly allow the Board to authorize holding a meeting of shareholders by means of the Internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the directors of the Company, make appropriate motions and comment on the business of the meeting.