Dominion Energy, Inc 8-K, filed Jul 31, 2020

Dominion Energy, Inc (D)

8-K 2020-07-31 For: 2020-07-30

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Added on April 08, 2026

About this 8-K

Dominion Energy, Inc filed this 8-K on July 31, 2020, reporting on events of July 30, 2020.

Items reported

Item 5.02: Director or officer change, or executive pay
Item 5.03: Charter or bylaw amendment, or fiscal year change
Item 9.01: Financial statements and exhibits

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Virginia	001-08489	54-1229715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Tredegar Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	D	New York Stock Exchange
2016 Series A 5.25% Enhanced Junior Subordinated Notes	DRUA	New York Stock Exchange
2019 Series A Corporate Units	DCUE	New York Stock Exchange


Exhibits
3.1	Bylaws, amended and restated, effective July 30, 2020*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

			DOMINION ENERGY, INC.
			Registrant

		By:	/s/ Carter M. Reid
			Carter M. Reid
			Executive Vice President, Chief of Staff and Corporate Secretary and President – Dominion Energy Services


I	Name	1
II	Shareholders’ Meetings	1
III	Annual Meeting	1
IV	Special Meetings	1
V	Notice of Shareholders’ Meetings	2
VI	Voting Lists	3
VII	Quorum	3
VIII	Voting	3
IX	Record Date	4
X	Shareholder Proposals	4
XI	Board of Directors	6
XII	Proxy Access for Director Nominations	6
XIII	Manner of Election of Directors	13
XIV	Powers of Directors	13
XV	Executive and Other Committees	13
XVI	Meetings of Directors and Quorum	14


XVII	Action Without a Meeting	14
XVIII	Director Resignation and Removals	15
XIX	Board Vacancies	15
XX	Officers	15
XXI	Eligibility of Officers	15
XXII	Duties and Authority of Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer and Others	16

XXIII	Vice Presidents	16
XXIV	Corporate Secretary	16
XXV	Treasurer	16
XXVI	Controller	17
XXVII	Officer Resignations and Removals	17
XXVIII	Officer Vacancies	17
XXIX	Certificates and Records for Shares	17
XXX	Transfer of Shares	18
XXXI	Voting of Shares Held	18
XXXII	Bonds, Debentures and Notes Issued Under an Indenture	19
XXXIII	Amendments	19
XXXIV	Emergency Bylaws	19
XXXV	Control Share Acquisitions	20


(a)	a brief description of the business desired to be brought before the Annual Meeting, including the complete text of any resolutions to be presented at the Annual Meeting, with respect to such business, and the reasons for conducting such business at the meeting;


(b)	the name and address, as they appear on the Corporation's books, of such Shareholder and of any Shareholder Associated Person (as defined below);


(d)	any material interest of the Shareholder or such Shareholder Associated Person in such business.


(d)	For purposes of this Article XII, a Shareholder shall "Own" only those outstanding shares of common stock of the Corporation as to which the Shareholder possesses both:
(i)		the full voting and investment rights pertaining to the shares; and
(ii)		the full economic interest in (including the opportunity for profit from and risk of loss on) such shares;


(x)	sold by such Shareholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale;


(y)	borrowed by such Shareholder or any of its affiliates for any purposes or purchased by such Shareholder or any of its affiliates pursuant to an agreement to resell; or


(1)	reducing in any manner, to any extent or at any time in the future, such Shareholder's or its affiliates' full right to vote or direct the voting of any such shares; and/or


(2)	hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such Shareholder or its affiliates.


Article I.	Name.


Article II.	Shareholders' Meetings.


Article III.	Annual Meeting.


Article IV.	Special Meetings.


(f)	Within the time period specified in this Article XII for delivering the Notice of Proxy Access Nomination, an Eligible Shareholder must provide the following information in writing to the Corporate Secretary:


(ii)	a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;


(iii)	the information, representations and agreements that are the same as those that would be required to be set forth in a Shareholder's notice of nomination pursuant to Article XI of these Bylaws;


(iv)	the consent of each Shareholder Nominee to being named in the proxy materials as a nominee and to serving as a Director if elected;


(v)	a representation that the Eligible Shareholder (including each member of any group of Shareholders that together is an Eligible Shareholder hereunder):


(A)	acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent,


(B)	presently intends to maintain qualifying ownership of the Required Shares through the date of the Annual Meeting,


(C)	has not nominated and will not nominate for election any individual as a Director at the Annual Meeting, other than its Shareholder Nominee(s),



(D)	has not engaged and will not engage in, and has not and will not be a "participant" in another person's, "solicitation" within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the Annual Meeting, other than its Shareholder Nominee(s) or a nominee of the Board of Directors,


(E)	will not distribute to any Shareholder any form of proxy for the Annual Meeting other than the form distributed by the Corporation;


(F)	agrees to comply with all applicable laws and regulations with respect to any solicitation in connection with the Annual Meeting or applicable to the filing and use, if any, of soliciting material, and


(G)	will provide facts, statements and other information in all communications with the Corporation and its Shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;


(vi)	an undertaking that the Eligible Shareholder agrees to:
(A)		assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder's communications with the Shareholders of the Corporation or out of the information that the Eligible Shareholder provided to the Corporation;
(B)		indemnify and hold harmless the Corporation and each of its Directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its Directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this Article XII; and
(C)		file with the Securities and Exchange Commission any solicitation or other communication with the Corporation's Shareholders relating to the Annual Meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available thereunder; and


(vii)	in the case of a nomination by a group of Shareholders that together is an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination.


(g)	Within the time period specified in this Article XII for delivering the Notice of Proxy Access Nomination, a Shareholder Nominee must deliver to the Corporate Secretary a written representation and agreement that such person:
(i)		will act as a representative of all of the Shareholders of the Corporation while serving as a Director;


(iii)	is not or will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to direct or indirect compensation, reimbursement or indemnification in connection with candidacy or service as a Director of the Corporation that has not been disclosed to the Corporation as provided in section (h);


(iv)	will comply with the Corporation's Code of Ethics and Business Conduct, Corporate Governance Guidelines, and other policies and procedures, including conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to Directors, as well as the applicable provisions of these Bylaws; and


(j)	The Corporation shall not be required to include, pursuant to this Article XII, a Shareholder Nominee in its proxy materials for any Annual Meeting:
(i)		for which the Corporate Secretary receives a notice that a Shareholder has nominated such Shareholder Nominee for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for Director set forth in Article XI of these Bylaws;


(iii)	who is not independent under the Applicable Independence Standards, in each case as determined by the Board of Directors in its sole discretion;


(iv)	whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Articles of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, or any applicable state or federal law, rule or regulation;