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): July 27, 2023
Commission File Number | | Name of Registrant, Address of Principal Executive Offices and Telephone Number | | State of Incorporation | | IRS Employer Identification No. |
| 1-16681 | | Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500 | | Missouri | | 74-2976504 |
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 13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Common Stock $1.00 par value | | SR | | New York Stock Exchange LLC |
| | | | | |
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share | | SR.PRA | | New York Stock Exchange LLC |
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 ☐
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. ☐
--09-30
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 27, 2023, the Board of Directors of Spire Inc. (the “Company”) amended and restated the Company’s bylaws, effective immediately, to (i) revise the procedures and requirements for a shareholder to propose business or make a nomination at a meeting of shareholders to, among other things, implement and update the procedure and information requirements for the nominations of persons for election to the Company’s Board of Directors, including to address matters relating to the new universal proxy rules set forth in the recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) require that any shareholder soliciting proxies from other shareholders use a proxy card color other than white, and (iii) incorporate other ministerial, clarifying and conforming changes to the bylaws.
A copy of the Company’s bylaws, as amended and restated, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
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.
| | | | Spire Inc. |
| | | | | |
| Date: | July 28, 2023 | | By: | /s/ Courtney M. Vomund |
| | | | | Courtney M. Vomund Vice President, Corporate Secretary |
