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) Ap ril 27, 2020
(Date of earliest event reported) April 27, 2020
ONE Gas, Inc.
(Exact name of registrant as specified in its charter)
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Oklahoma | | 001-36108 | | 46-3561936 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
15 East Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip code)
(918) 947-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 communication 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 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of exchange on which registered |
Common Stock, par value $0.01 per share | | OGS | | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐ 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; Change in Fiscal Year |
On and effective April 27, 2020, our Board of Directors approved and adopted amended and restated By-laws of the same date (the “Amended and Restated By-laws”), amending certain provisions of our existing By-laws. The Amended and Restated By-laws include certain changes to allow for meetings of shareholders to be held by means of remote communication, and allow for voting by shareholders during such meetings. The amendments were adopted to provide flexibility in the format of shareholder meetings in the event it is determined that an in-person meeting cannot be held safely in light of the recent developments related to the novel coronavirus (COVID-19) pandemic.
A copy of the Amended and Restated By-laws is filed as Exhibit 3.1 to this report, and its terms are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | | | | | ONE Gas, Inc. |
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Date: April 27, 2020 | | | | By: | | /s/ Caron A. Lawhorn |
| | | | | | Caron A. Lawhorn Senior Vice President and Chief Financial Officer |
