8-K: Current report filing
Published on February 24, 2023
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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 22, 2023, the Board of Directors (the “Board”) of California Water Service Group, a Delaware corporation (the “Company”), adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to, among other things:
| · | Enhance procedural and disclosure requirements related to business proposals and director nominations submitted by stockholders, including to align with recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation: |
| · | Requiring additional background information and disclosures regarding proposing stockholders, proposed nominees (including clarifying the timing and procedures for providing, updating and correcting such information) and proposals of other business, and clarifying that certain disclosure requirements applicable to stockholders that are entities also encompass individuals who directly or indirectly control such entities (but not passive investors in such entities); | |
| · | Requiring any stockholder submitting a notice of director nomination to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and to provide evidence that such stockholder has complied with such requirements; | |
| · | Clarifying the Company’s ability to disregard such nomination or proposal in the event such stockholder does not provide such information or comply with such solicitation requirements; | |
| · | Limiting the number of director candidates a stockholder may nominate to the number of directors to be elected at the applicable annual or special meeting; and | |
| · | Requiring that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board. |
| · | Update various provisions in line with recent amendments to the Delaware General Corporation Law (the “DGCL”), including: | |
| · | Clarifying logistics around holding a virtual stockholder meeting, including updating the methods for giving notice of adjourned stockholder meetings to address the adjournment of virtual meetings; and | |
| · | Eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders. |
The Amended and Restated Bylaws also incorporate certain administrative, ministerial, clarifying and conforming changes, including changes to align with the language used in certain provisions of the DGCL.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed with this report as Exhibit 3.1 and incorporated into this report by reference.
Item 9.01. Financial Statements and Exhibits.
We hereby include the following exhibits 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: February 24, 2023 | By: | /s/ Martin A. Kropelnicki |
| Name: | Martin A. Kropelnicki | |
| Title: | President & Chief Executive Officer | |