Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 9, 2022, the Rights Agreement (the "Rights Agreement"), dated as of
October 10, 2021, as amended by Amendment No. 1 thereto, dated as of May 9, 2022
(the "Amended Rights Agreement"), between Southwest Gas Holdings, Inc. (the
"Company") and Equiniti Trust Company, as Rights Agent, expired in accordance
with its terms and is of no further force or effect. The Series A Junior
Participating Preferred Stock purchase rights distributed pursuant to the Rights
Agreement have also expired and are no longer outstanding.
The adoption of the Rights Agreement and Amended Rights Agreement and summaries
of the material terms thereof were disclosed in the Company's Current Reports on
Form 8-K filed on October 12, 2021 and May 10, 2022, which summaries are
qualified in their entirety by reference to the full text of the Rights
Agreement, filed as Exhibit 4.1 thereto, respectively.
On January 13, 2023, the Company filed with the office of the Secretary of State
of the State of Delaware a Certificate of Elimination (the "Certificate of
Elimination"), which, effective upon filing, eliminated from the Company's
Certificate of Incorporation the Certificate of Designation of Series A Junior
Participating Preferred Stock of Southwest Gas Holdings, Inc. filed with the
Secretary of State of the State of Delaware on October 10, 2021.
The foregoing is a summary of the terms of the Certificate of Elimination. The
summary does not purport to be complete and is qualified in its entirety by
reference to the Certificate of Elimination, a copy of which is attached 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.
Exhibit
Number
3.1 Certificate of Elimination of Series A Junior Participating
Preferred Stock of Southwest Gas Holdings, Inc.
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