UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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.
On October 25, 2023, the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of such date. The amendments to the Bylaws principally amend Section 4.14 of the Bylaws to set forth the nomination process whereby a shareholder can submit a nomination for election of a person or persons to serve on the Board, other than pursuant to the “proxy access” nomination process set forth in Section 4.15 of the Bylaws. These changes were made to revise the Company’s prior nomination process to implement the universal proxy rules governing contested elections of directors under Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Significantly, the amendments:
• require the nominating person to provide proper notice and make representations to the Company with respect to any such nominations in accordance with Rule 14a-19 promulgated under the Exchange Act;
• set out the time frames for such notice submissions to the secretary of the Company;
• require any shareholder submitting a nomination for election of a person or persons as a director or directors of the Company to provide the Company with reasonable documentary evidence five business days prior to the annual meeting that the representations made with respect to Rule 14a-19 promulgated under the Exchange Act required to be set forth in such shareholder’s nomination notice have been complied with;
• require any shareholder soliciting proxies in accordance with the representations of Rule 14a-19 to notify the Company of any change in such intent within two business days;
• clarify how votes of shareholders are treated in the event the Company receives proxies for disqualified or withdrawn nominees for the Board;
• limit the number of nominees a shareholder may nominate for election at a meeting of shareholders to the number of directors to be elected at such meeting; and
• require a shareholder soliciting proxies from other shareholders to use a proxy card color other than white.
The amendment and restatement of the Bylaws also makes clarifying changes in other sections of the Bylaws to be consistent with the changes to Section 4.14.
The Company intends to submit the Bylaws, as amended and restated, to the shareholders of the Company at the 2024 annual meeting of shareholders to seek ratification of these changes by the shareholders.
The above description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description of Exhibit |
| 3.2 | Amended and Restated Bylaws of Essential Utilities, Inc., as adopted by the Board of Directors on October 25, 2023. |
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 hereunto duly authorized.
| ESSENTIAL UTILITIES, INC. | ||
| October 25, 2023 | By: | /s/ Christopher P. Luning |
| Name: | Christopher P. Luning | |
| Title: | Executive Vice President, General Counsel | |