UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 7, 2023, the Board of Directors (the “Board”) of Targa Resources Corp. (the “Company”) approved the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), effective as of such date. Among other matters, the Third Amended and Restated Bylaws (i) revise procedures and disclosure requirements for the nomination of directors to address new Rule 14a-19 of the Securities Exchange Act of 1934, (ii) include proxy access provisions, whereby a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s issued and outstanding shares of common stock continuously for at least three years may nominate and include in the Company’s proxy materials director nominees constituting no more than 20% of the total number of directors on the Board, subject to the satisfaction of certain conditions and other requirements as set forth in the Third Amended and Restated Bylaws, (iii) clarify the power of the Chairman of the Meeting of stockholders of the Company to postpone and establish certain rules and procedures for stockholder meetings, (iv) update the indemnification and insurance procedures, in line with market practice, (v) make certain clarifications and updates to the advance notice and director nomination procedures and the requirements for a proper stockholder’s notice, (vi) revise the description of the officer positions identified in the Third Amended and Restated Bylaws, (vii) revise notice procedures, in line with market practice, for giving notice to stockholders, the Company and directors, and (viii) make other administrative, modernizing, clarifying and conforming changes.
The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| 3.1 | Third Amended and Restated Bylaws of Targa Resources Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TARGA RESOURCES CORP. | ||||||
| Dated: December 12, 2023 | By: | /s/ Jennifer R. Kneale | ||||
| Jennifer R. Kneale | ||||||
| Chief Financial Officer | ||||||