8-K: Current report filing
Published on October 5, 2020
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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Emerging growth company
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2020, the Board of Directors (the “Board”) of California Water Service Group (the “Company”) adopted amendments (the “Amendments”) to Sections 3.3, 9.3 and 9.16 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date.
The Amendments generally consist of process enhancements and technical changes with respect to the conduct of and procedures relating to stockholder meetings, including the following:
| · | Removing the provision relating to stockholder removal of officers. (Article III, Section 3.3 of the Bylaws.) |
| · | Updating the provision relating to stockholders’ right to call a special meeting of stockholders, including to define “ownership” for purposes of Section 9.3, establish the process by which stockholders can request a special meeting and revoke such request, set forth notice and informational requirements related to such request, and specify the business permitted to be conducted at and the timing for conducting such special meeting. (Article IX, Section 9.3 of the Bylaws.) |
| · | Updating the provision relating to stockholders’ rights to propose director nominees and other business to be considered at a stockholders meeting (other than Rule 14a-8 stockholder proposals), including to set forth procedural, notice and informational requirements related to such proposals, and move the deadline for submitting such proposals closer to the meeting date and establishing a window period for when proposals must be received by the Company (generally between 120 and 90 days in advance of the stockholders meeting). (Article IX, Section 9.16 of the Bylaws.) |
| · | Making a number of immaterial modifications to provide clarification and consistency. |
The foregoing description of the Amendments is a general description only and is qualified in its entirety by reference to the actual language of the Amendments, as reflected in the Bylaws, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
We hereby include the following exhibit with this report:
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of California Water Service Group | |
| 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 hereunto duly authorized.
| CALIFORNIA WATER SERVICE GROUP | ||
| Date: October 2, 2020 | By: | /s/ Martin A. Kropelnicki |
| Name: | Martin A. Kropelnicki | |
| Title: | President and Chief Executive Officer | |