Cheniere Energy Inc.
09/03/2024 | Press release | Distributed by Public on 09/03/2024 06:37
Amendments to Bylaws Form 8 K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 30, 2024, the Board of Directors (the "Board") of Cheniere Energy, Inc. (the "Company") approved and adopted Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"), which became effective as of such date. Among other things, the amendments effected by the Amended and Restated Bylaws:
•provide that the Company may disregard any proxies or votes for a stockholder's proposed nominees if, after such stockholder provides notice pursuant to Rule 14a-19 under the Exchange Act of 1934, as amended, such stockholder subsequently either (i) notifies the Company that such stockholder no longer intends to solicit proxies in support of such proposed nominees in accordance with Rule 14a-19(b) or (ii) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3);
•supplement the advance notice provisions regarding disclosure requirements for stockholders' director nominations to provide definitions for certain terms and require the delivery of a completed questionnaire from each director candidate;
•provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white;
•supplement the topics on which the Board and the chair of a stockholder meeting may adopt rules, regulations and procedures at a stockholder meeting;
•modify the provisions relating to lists of stockholders entitled to vote at stockholder meetings, adjournment procedures at stockholder meetings, and procedures for the execution of stock certificates, in each case to reflect amendments to the Delaware General Corporation Law;
•clarify the procedures to be followed in connection with any voluntary resignation by a director or officer of the Company;
•provide that, unless otherwise determined by the Board, the Chief Executive Officer shall serve as the President of the Company;
•confirm that vacancies in offices may be filled by the President, subject to the discretion and authority of the Board;
•revise provisions regarding the indemnification of former directors and officers; and
•implement non-substantive, technical, and conforming changes, including removing obsolete provisions.
The foregoing description does not purport to be complete and is qualified in its entirety by the complete text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.