| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 4, 2026, Atmos Energy Corporation (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”), at which the Company’s shareholders, upon the recommendation of the Board of Directors (the “Board”) approved five proposals to amend the Company’s existing Restated Articles of Incorporation (the “Existing Articles”) to be contained in an Amended and Restated Certificate of Formation, in the case of Texas, or Restated Articles of Incorporation, in the case of Virginia (each such document being referred to as an “Amended and Restated Charter”), to (i) increase the number of authorized shares to 400 million, (ii) provide for plurality voting in the event of a contested director election, (iii) limit the liability of certain officers as permitted by Texas and Virginia law, (iv) clarify the indemnification provisions, and (v) make certain other clarifying, technical, and conforming changes (collectively, the “Charter Amendments”).
The Board approved the amendment of the Existing Articles and their filing with the Secretary of State of the State of Texas and the Commonwealth of Virginia State Corporation Commission, subject to receipt of shareholder approval at the 2026 Annual Meeting. On February 6, 2026, the Company filed each of the Amended and Restated Charters with the Secretary of State of the State of Texas and the Commonwealth of Virginia State Corporation Commission following receipt of shareholder approval. The Texas Amended and Restated Charter became effective upon filing on February 6, 2026, and the Virginia Amended and Restated Charter became effective upon receipt of the Certificate of Restatement from the Commonwealth of Virginia State Corporation Commission on February 9, 2026.
The Board also approved, conditioned and effective upon shareholder approval of the Charter Amendments, conforming amendments to the Amended and Restated Bylaws of the Company to provide for plurality voting in the event of a contested director election. Other amendments made to the Amended and Restated Bylaws include: (i) adding language to specifically permit Board and shareholder meetings be held by remote communications, (ii) adding language to clarify special meeting requirements, (iii) revising language regarding notice for meeting regarding a fundamental business transaction, (iv) adding discretionary adjournment provisions for meetings, (v) revising voting list language to comply with Texas and Virginia law, (vi) revising language around Board committee authority, (vii) adding language permitting the Company to maintain an insurance policy for covered persons whether or not the Company would be permitted to indemnify such persons, (viii) adding language designating U.S. federal district courts as the exclusive forum for actions arising under the Securities and Exchange Act, and (ix) making certain other clarifying, technical, and conforming changes. The amendments to the Amended and Restated Bylaws are effective as of February 4, 2026.
The foregoing descriptions are summaries only and are qualified in their entirety by reference to the complete text of the Amended and Restated Charters and the Amended and Restated Bylaws, which are filed as Exhibits 3.1, 3.2, and 3.3, respectively, to this Form 8-K and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the 2026 Annual Meeting, of the total shares of common stock outstanding and entitled to vote, a total of 150,340,187 shares were represented, constituting a 92.94% quorum. The final results for each of the matters submitted to a vote of our shareholders at the annual meeting are as follows:
