UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2023, the Board of Directors (the “Board”) of Evergy, Inc. (the “Company”) amended and restated the Amended and Restated By-laws of the Company (as amended and restated, the “By-laws”), effective as of the same date. Among other things, the amendments effected thereby:
| • | clarify the definition of “Net Long Shares” to align with the definition under Rule 14e-4 under the Securities Exchange Act of 1934, as amended; |
| • | clarify that each outstanding share of preference stock of the Company, if any, shall have the voting rights provided in the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) or, to the extent permitted by the Articles of Incorporation, designated by the Board; |
| • | provide that for quorum purposes, shares represented by a proxy (i) which directs that the shares abstain from voting or that a vote be withheld on a matter, (ii) which voting instructions are given as to at least one of the matters to be voted on shall or (iii) which states how shares will be voted in the absence of instruction by the shareholder, shall be deemed to be represented at the meeting for quorum purposes. |
| • | add a construction clause, which provides that, in the event any provision of the By-Laws is rendered invalid, illegal or unenforceable, such provision shall be severable from the other provisions of the By-Laws; |
| • | add an interpretation clause, which provides that any interpretation of the By-Laws adopted in good faith by the Board of Directors shall be conclusive and binding; and |
| • | incorporate other technical, ministerial, clarifying and conforming changes. |
A copy of the By-laws is filed as Exhibit 3.1 hereto and is incorporated by reference herein. The foregoing summary of the amendments effected by the By-laws is qualified in its entirety by reference to the full text of the By-laws filed as Exhibit 3.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-laws of Evergy, Inc., effective as of December 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| EVERGY, INC. | ||
| By: | /s/ Geoffrey T. Ley | |
| Name: | Geoffrey T. Ley | |
| Title: | Vice President, Corporate Planning and Treasurer | |
Date: December 14, 2023