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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: June 2, 2020
| | | | | | | | |
| Exact Name of Registrant | Commission | I.R.S. Employer |
| as Specified in Its Charter | File Number | Identification No. |
| Hawaiian Electric Industries, Inc. | 1-8503 | 99-0208097 |
State of Hawaii
(State or other jurisdiction of incorporation)
1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(808) 543-5662
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 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 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
| | | | | | | | | | | |
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Hawaiian Electric Industries, Inc. | Common Stock, Without Par Value | HE | 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 Rule12b-2 of the Securities 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; Change in Fiscal Year.
The board of directors (the “Board”) of Hawaiian Electric Industries, Inc. (“HEI”) approved the amendment and restatement of HEI’s bylaws (as so amended and restated, the “Bylaws”) effective June 2, 2020. The amendments were made to conform the Company’s bylaws to changes made to the Company’s Amended and Restated Articles of Incorporation that were approved by the Company’s shareholders at the 2020 annual meeting (the “Articles”). The amendments include: (i) deleting reference to election of directors by a plurality of shares entitled to vote and adding reference to the voting standard set forth in HEI’s Articles, and (ii) deleting a provision governing division of the Board into classes.
The foregoing summary of the provisions of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| | | | | |
(d) Exhibits | |
| Amended and Restated Bylaws of Hawaiian Electric Industries, Inc.,
effective June 2, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| | | | | | | | |
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | | |
| (Registrant) | | |
| /s/ Gregory C. Hazelton | | |
| Gregory C. Hazelton | | |
| Executive Vice President and | | |
| Chief Financial Officer | | |
| (Principal Financial Officer) | | |
| | |
| Date: June 8, 2020 | | |
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