UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective June 1, 2022, Dominion Energy, Inc. (the “Company”) amended Article IIIA of its articles of incorporation to (i) redesignate its 1.75% Series A Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) as its “Series A Cumulative Perpetual Convertible Preferred Stock” and (ii) provide for dividends on the Series A Preferred Stock to accumulate at a fixed rate of 1.75% per year for the dividend period beginning on, and including June 1, 2022 and ending on, but excluding September 1, 2022 and at a fixed rate of 6.75% per year for all dividend periods beginning on or after September 1, 2022. These amendments, which did not require shareholder approval, were made in connection with the Company’s successful remarketing of certain shares of the Series A Preferred Stock, which were originally issued as a component of the Company’s 2019 Series A Corporate Units, as contemplated in the original terms of the Series A Preferred 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. |
Under the original terms of the Series A Preferred Stock, the Company may, at its option, redeem for cash all or any portion of the outstanding shares of Series A Preferred Stock on or after September 1, 2022, which date was, consistent with the original terms of the Series A Preferred Stock, not changed in the remarketing referred to above. As previously disclosed, the Company has agreed to redeem all outstanding shares of Series A Preferred Stock on September 1, 2022, subject to approval by the Company’s board of directors, a determination that the Company has funds legally available for the redemption as required by Virginia law and the terms of the Series A Preferred Stock and the issuance of a redemption notice as required by the terms of the Series A Preferred Stock.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibits | ||
| 3.1 | Articles of Incorporation, as amended, effective June 1, 2022* | |
| 104 | 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. Registrant |
| /s/ Darius A. Johnson |
| Name: Darius A. Johnson Title: Vice President and Treasurer |
Date: June 1, 2022