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; Changes in Fiscal Year. |
On November 2, 2022, the Board of Directors (the “Board”) of Enviva Inc. (the “Company”) approved and adopted amended Bylaws (as amended and restated, the “Bylaws”), effective immediately, to (i) update procedural mechanics in connection with stockholder nominations of directors to address matters relating to Rule 14a-19 (the “Universal Proxy Card Rules”) under the Securities Exchange Act of 1934, as amended, (ii) modify the provisions relating to lists of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law, and (iii) require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white (white is reserved for exclusive use by the Board).
To address the Universal Proxy Card Rules, the amendments include, among other things, the following changes: (i) requiring a stockholder to include in their advance notice of nomination a representation as to whether the stockholder intends to solicit proxies in support of any proposed nominee other than the Company’s nominees and, if so, a statement containing the additional information required under the Universal Proxy Card Rules, (ii) requiring a stockholder that intends to solicit proxies in support of any proposed nominee other than the Company’s nominees to deliver reasonable evidence that it has met the requirements of the Universal Proxy Card Rules with respect to such nominee, and (iii) providing that a stockholder’s nominees will be disregarded by the Company if such stockholder provided notice pursuant to the Universal Proxy Card Rules and subsequently fails to comply with the Universal Proxy Card Rules or any other applicable rules or regulations.
The Bylaws also include certain other updates, including ministerial, clarifying, and conforming changes. The complete text of the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Bylaws amendments herein does not purport to be complete and is qualified in its entirety by Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
|
EXHIBIT |
DESCRIPTION |
| 3.1 | Bylaws of Enviva Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVIVA INC. | ||
| Date: November 8, 2022 | By: | /s/ Jason E. Paral |
| Name: | Jason E. Paral | |
| Title: | Senior Vice President, Deputy General Counsel, and Secretary | |
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