National Fuel Gas Company
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/17/2022   Download
SEC Document
SEC Filing

On June 15, 2022, the Board of Directors (the “Board”) of National Fuel Gas Company (the “Company”) adopted amended and restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective as of that date, in order to, among other things:

 

   

revise and update the timing and information requirements of the advance notice provisions for director nominations and stockholder proposals;

 

   

revise and update the requirements and procedures for stockholders to request a special meeting of stockholders and a record date for action by written consent;

 

   

clarify the ability of the Board to postpone a stockholder meeting;

 

   

clarify the powers of the chair of a stockholder meeting to regulate the conduct of such meeting;

 

   

allow for the Company to appoint a single inspector of election at stockholder meetings;

 

   

require results of stockholder actions by written consent to be certified by an appointed inspector or inspectors of consents;

 

   

expand the Board’s discretion, in accordance with applicable law, to form committees and delegate powers to them;

 

   

require any written notice regarding a director nominee pursuant to the proxy access by-law to include information about such nominee as would be required regarding a director nominee if nominated pursuant to the advance notice provisions;

 

   

allow for special meetings of the Board to be called on less than 24 hours’ notice in exigent circumstances;

 

   

revise the by-laws regarding director conflicts of interest and Board committees to clarify their terms and align with applicable law; and

 

   

make certain other updates, clarifications and ministerial and conforming changes.