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 18, 2021

 

 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

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 18, 2021, the Board of Directors of Southwest Gas Holdings, Inc. (“the Company”) voted to adopt the Amended and Restated Bylaws (the “Amended Bylaws”), which became effective immediately upon adoption. The Company’s Amended Bylaws amend and restate the Company’s previously existing bylaws in their entirety to, among other things, revise the requirements with respect to the information and agreements that a director nominee who is nominated by a stockholder must provide to the Company. The foregoing is qualified in its entirety by reference to the text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K. In addition, a marked copy of the Amended Bylaws showing all changes made to the prior bylaws is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Southwest Gas Holdings, Inc., effective October 18, 2021
99.1		Marked copy of Amended and Restated Bylaws of Southwest Gas Holdings, Inc., effective October 18, 2021
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/ Gregory J. Peterson
Date: October 18, 2021						Gregory J. Peterson
						Senior Vice President/Chief Financial Officer