UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether 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
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. |
Effective December 13, 2019, Dominion Energy, Inc. (the “Company”) amended its articles of incorporation to create a new series of the Company’s Preferred Stock, which is designated as the 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock, without par value (the “Series B Stock”).
A copy of the Company’s articles of incorporation, as amended, is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On December 13, 2019, the Company consummated the issuance and sale of 800,000 shares of Series B Stock pursuant to an underwriting agreement, dated December 2, 2019 (the “Underwriting Agreement”), with BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named in the Underwriting Agreement. The Series B Stock was registered by the Company under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, which became effective on June 30, 2017 (File No. 333-219088). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibits |
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| 1.1 |
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| 3.1 |
Articles of Incorporation, as restated and further amended, effective December 13, 2019.* | |||
| 4.1 |
Form of Series B Stock Certificate (included as Exhibit A to Exhibit 3.1).* | |||
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Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
| * | Filed herewith. |
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.
| DOMINION ENERGY, INC. | ||
| /s/ James R. Chapman | ||
| Name: |
James R. Chapman | |
| Title: |
Executive Vice President, Chief Financial Officer and Treasurer | |
Date: December 13, 2019