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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/26/22 Southwest Gas Holdings, Inc. 8-K:1,9 10/24/22 12:377K Donnelley … Solutions/FA |
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8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 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) i October 24, 2022
i SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-37976 | i 81-3881866 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i 8360 S. Durango Dr. |
i Post Office Box 98510 |
i Las Vegas, i Nevada |
(Address of principal executive offices) |
i 89193-8510
(Zip Code)
Registrant’s telephone number, including area code: i (702) i 876-7237
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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 class) |
(Trading symbol) |
(Exchange on which registered) | ||
i Southwest Gas Holdings, Inc. Common Stock, $1 par value | i SWX | i New York Stock Exchange | ||
i Preferred Stock Purchase Rights | N/A | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 i ☐
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 1.01. | Entry Into a Material Definitive Agreement. |
On October 24, 2022, Southwest Gas Holdings, Inc. (the “Company”) and Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group” and together with the Company, the “Parties”) entered into an Amended and Restated Cooperation Agreement (the “Amended Agreement”), which amends, restates, supersedes and replaces in its entirety that certain Cooperation Agreement, dated as of May 6, 2022, by and between the Parties (the “Initial Cooperation Agreement”), as amended by that certain Letter Agreement, dated as of August 3, 2022, by and between the Parties (the “Letter Agreement” and together with the Initial Cooperation Agreement, the “Initial Agreement”).
In accordance with the terms of the Amended Agreement, the Company agreed with the Icahn Group, among other things, to nominate each of Andrew W. Evans, Henry P. Linginfelter, Ruby Sharma and Andrew J. Teno (each, an “Icahn Designee” and, collectively, the “Icahn Designees”) for election at the 2023 annual meeting of stockholders of the Issuer (the “2023 Annual Meeting”). In addition, subject to qualifications set forth in the Amended Agreement, the Amended Agreement provides the standstill restrictions on the Icahn Group will remain in effect until, and the Amended Agreement will terminate upon, the later of (x) the conclusion of the 2023 Annual Meeting and (y) the earlier of (1) immediately following the time at which Andrew J. Teno (or any Replacement Designee for Mr. Teno, as such term is defined in the Amended Agreement) is no longer serving on the Company’s board of directors (the “Board”) and (2) thirty (30) days prior to the expiration of the advance notice deadline for the submission of director nominees in connection with the Company’s 2024 Annual Meeting of Stockholders (as such term is defined in the Amended Agreement); provided, however, that the Amended Agreement will terminate automatically on the date on which the Board re-appoints as a director any former director of the Board (i.e., any person who was a director of the Board prior to the 2022 annual meeting of stockholders of the Company, but was not a director of the Board immediately after the 2022 annual meeting of stockholders of the Company), without the approval of a majority of the Icahn Designees.
Pursuant to the terms of the Amended Agreement, the Company further agreed with the Icahn Group (i) to maintain one-year terms and annual elections for all directors serving on the Board through the term of the Amended Agreement, (ii) to establish the record date for the 2023 Annual Meeting for a time within thirty (30) days of March 21, 2023, and (iii) that in the event that the Strategic Transactions Committee of the Board approves any separation of the Company’s businesses into two or more independent, publicly traded companies (any such separation, a “Spinoff” and each such resulting independent, publicly traded company, a “SpinCo”) during the term of the Amended Agreement and while Icahn Group owns a Net Long Position of a number of shares of Common Stock that is at least 50% of the Tender Offer Closing Amount (each such term, as defined in the Amended Agreement), any such SpinCo will be organized in Delaware, any such SpinCo’s board of directors will be annually elected for one-year terms and the first meeting of stockholders for such SpinCo will be held no earlier than the nine-month anniversary of the consummation of the Spinoff and no later than the twelve-month anniversary of the Spinoff, subject to certain exceptions set forth in the Amended Agreement.
The foregoing description of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. |
Description | |
10.1 | Amended and Restated Cooperation Agreement, dated as of October 24, 2022, by and among the Icahn Group and Southwest Gas Holdings, Inc. | |
104 | Cover Page formatted in Inline XBRL |
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.
SOUTHWEST GAS HOLDINGS, INC. | ||||||
/s/ Thomas E. Moran | ||||||
Date: October 26, 2022 | Vice President/General Counsel/Corporate Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/21/23 | ||||
Filed on: | 10/26/22 | |||
For Period end: | 10/24/22 | |||
8/3/22 | ||||
5/6/22 | DEFA14A, SC 14D9/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/23 Southwest Gas Holdings, Inc. 10-K 12/31/22 131:24M 11/30/22 Southwest Gas Corp. 424B5 2:647K Donnelley … Solutions/FA 11/29/22 Southwest Gas Corp. 424B5 1:619K Donnelley … Solutions/FA 11/09/22 Southwest Gas Holdings, Inc. 10-Q 9/30/22 73:16M |