Southern California Gas (SOCGM) cashes out 6% preferred at $31.135616
Rhea-AI Filing Summary
On August 6, 2026, shareholders of Southern California Gas Company approved a Restated Charter that will retire all outstanding shares of its 6% Preferred Stock and 6% Preferred Stock, Series A. Each share will be automatically retired in exchange for a cash payment of $31.135616 per share, representing $31.00 plus accrued and unpaid dividends to but excluding the August 17, 2026 retirement date, and the authorized shares of both preferred classes will be reduced to zero.
The company plans to voluntarily delist both preferred series from the OTC Markets quotation system at or around the close of business on August 13, 2026. The Restated Charter received majority approval from common, Preferred, and Series A Preferred shareholders, voting both together as a single class and as separate classes.
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8-K Event Classification
3 items: 3.03, 5.07, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash payment per share (base): $31.00 per share
Total per-share payout including dividends: $31.135616 per share
Retirement Date: August 17, 2026
+4 more
7 metrics
Cash payment per share (base)
$31.00 per share
Cash payment for each 6% Preferred and Series A Preferred share, plus accrued and unpaid dividends
Total per-share payout including dividends
$31.135616 per share
Amount payable on the Retirement Date, representing $31.00 plus accrued and unpaid dividends to but excluding August 17, 2026
Retirement Date
August 17, 2026
Planned filing date of the Restated Charter with the California Secretary of State, when all preferred shares are retired
Planned delisting date
August 13, 2026
Target date to voluntarily delist the Preferred Stock and Series A Preferred Stock from the OTC Markets quotation system
Common shares voting for Restated Charter
91,300,000
Common stock votes cast in favor of the Restated Charter at the August 6, 2026 special meeting
Preferred Stock votes for / against
65,471 for; 4,579 against
Vote breakdown for 6% Preferred Stock on the Restated Charter proposal, with 54 abstentions
Series A Preferred votes for / against
399,589 for; 84,140 against
Vote breakdown for 6% Preferred Stock, Series A on the Restated Charter proposal, with 11,523 abstentions
Key Terms
Material Modification to Rights of Security Holders, Restated Articles of Incorporation, Emerging growth company, OTC Markets quotation system, +1 more
5 terms
Material Modification to Rights of Security Holders regulatory
"Item 3.03 Material Modification to Rights of Security Holders."
Restated Articles of Incorporation regulatory
"approved the amendment and restatement of the Company’s Restated Articles of Incorporation"
Emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
OTC Markets quotation system market
"voluntarily delist the Preferred Stock and the Series A Preferred Stock from the OTC Markets quotation system"
broker non-votes regulatory
"No. of Broker Non-Votes Common stock | 91,300,000 | — | — | —"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What will holders of SOCGM’s 6% Preferred and Series A Preferred Stock receive?
Each outstanding share will be retired for a cash payment of $31.135616 per share. This amount consists of $31.00 per share plus accrued and unpaid dividends thereon to but excluding August 17, 2026, the Retirement Date specified by the company.
When will SOCGM retire and delist its preferred stock?
The company plans to file the Restated Charter on August 17, 2026, the Retirement Date when all preferred shares are retired. It also plans to voluntarily delist both preferred series from the OTC Markets quotation system at or around the close of business on August 13, 2026.
What happens to SOCGM preferred stock certificates after the Retirement Date?
On the Retirement Date, all outstanding preferred and Series A preferred shares will be automatically retired. Certificates or book entries representing these shares will then represent only the receipt of, or right to receive, the cash payment of $31.135616 per share described by the company.
Why was the adjournment proposal at SOCGM’s special meeting not voted on?
The company had solicited proxies for an Adjournment Proposal that would allow the board to adjourn the meeting to seek more proxies. Because there were already sufficient votes to approve the Restated Charter, the Adjournment Proposal was unnecessary and was not presented or submitted for shareholder approval.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | ||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including area code) | |||||||
| N/A | ||
| (Former name or former address, if changed since last report.) | ||
| 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: | |||||
| 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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| None | ||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). | ||||||||
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 3.03 Material Modification to Rights of Security Holders.
On August 6, 2026, the shareholders of Southern California Gas Company (the “Company”) approved the amendment and restatement of the Company’s Restated Articles of Incorporation (as so amended and restated, the “Restated Charter”) to provide, among other things, that (a) each outstanding share of the Company’s 6% Preferred Stock, $25 par value (the “Preferred Stock”), and 6% Preferred Stock, Series A, $25 par value (the “Series A Preferred Stock”), shall be automatically retired (the “Retirement”) in exchange for a cash payment of $31.00 per share, plus accrued and unpaid dividends thereon to but excluding the effective date of the Retirement and (b) the authorized number of shares of both such classes of preferred stock shall be reduced to zero.
The Company plans to file the Restated Charter with the Secretary of State of the State of California on August 17, 2026 (the “Retirement Date”). On the Retirement Date, each outstanding share of the Preferred Stock and the Series A Preferred Stock will be automatically retired, no shares of the Preferred Stock or the Series A Preferred Stock will be outstanding, and certificates or book entries representing such retired shares will represent only the receipt of or right to receive a cash payment of $31.135616 per share, such amount constituting $31.00 per share, plus accrued and unpaid dividends thereon to but excluding the Retirement Date.
In anticipation of the Retirement, the Company plans to voluntarily delist the Preferred Stock and the Series A Preferred Stock from the OTC Markets quotation system at or around the close of business on August 13, 2026.
The foregoing description of the Restated Charter is intended to be a summary and is qualified in its entirety by the complete Restated Charter, the form of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of the shareholders of the Company (the “Special Meeting”) was held on August 6, 2026. At the Special Meeting, the Company’s shareholders voted on a proposal to approve the Restated Charter that implements the Retirement.
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal authorizing the Board of Directors of the Company to adjourn the Special Meeting, one or more times, if necessary or appropriate, to provide additional time to solicit additional proxies in favor of the Restated Charter that implements the Retirement (the “Adjournment Proposal”). Because there were sufficient votes to approve the Restated Charter, the Adjournment Proposal was unnecessary and was not presented or submitted to shareholders for approval at the Special Meeting.
Below are the final voting results for the only proposal that was presented to shareholders at the Special Meeting, as certified by the Company’s inspector of election at such meeting.
Amendment and Restatement of the Company’s Restated Articles of Incorporation to Retire All Outstanding Shares of Preferred Stock and Series A Preferred Stock and Make Certain Other Related Changes
| Class of Shares | No. of Votes For | No. of Votes Against | No. of Abstentions | No. of Broker Non-Votes | ||||||||||||||||||||||
| Common stock | 91,300,000 | — | — | — | ||||||||||||||||||||||
| Preferred Stock | 65,471 | 4,579 | 54 | — | ||||||||||||||||||||||
| Series A Preferred Stock | 399,589 | 84,140 | 11,523 | — | ||||||||||||||||||||||
Approval of the Restated Charter that implements the Retirement required the affirmative vote of a majority of the outstanding shares of each of: (i) the Company’s common stock, Preferred Stock and Series A Preferred Stock, voting together as a single class, (ii) the Company’s common stock, voting as a separate class, (iii) the Company’s Preferred Stock, voting as a separate class, and (iv) the Company’s Series A Preferred Stock, voting as a separate class. Because each of these approvals was obtained at the Special Meeting, the Restated Charter that implements the Retirement was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 3.1 | Form of Restated Articles of Incorporation of Southern California Gas Company | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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.
| SOUTHERN CALIFORNIA GAS COMPANY, | |||||
| (Registrant) | |||||
| Date: August 7, 2026 | By: /s/ Elvia Lima Ortiz | ||||
| Elvia Lima Ortiz Vice President, Controller and Chief Accounting Officer | |||||