ATMOS ENERGY CORP 8-K

What Happened

• Atmos Energy Corporation announced that at its February 4, 2026 annual meeting shareholders approved amendments to the company’s Restated Articles of Incorporation and Amended and Restated Bylaws. A quorum of 150,340,187 shares (92.94% of outstanding) was represented.
• Key charter changes approved include increasing authorized common shares to 400 million, adopting plurality voting in contested director elections, limiting certain officer liability as permitted by Texas and Virginia law, and clarifying indemnification provisions. The Texas amended certificate became effective upon filing on February 6, 2026; the Virginia restated articles became effective upon receipt of the Certificate of Restatement on February 9, 2026. Bylaw amendments became effective February 4, 2026.
• At the meeting, all Board nominees were elected to serve until the 2027 annual meeting. Shareholders also ratified Ernst & Young LLP as the independent auditor for fiscal 2026 and approved, on an advisory basis, executive compensation for fiscal 2025.

Key Details

• Quorum: 150,340,187 shares represented (92.94%).
• Authorized shares increased to 400,000,000; amendment passed 146,671,411 For vs. 3,413,581 Against.
• Plurality voting amendment passed 140,734,635 For; limit on officer liability passed 128,406,136 For with 12,047,527 Against.
• Bylaw changes effective Feb. 4, 2026 include: plurality voting (contested elections), express permission for remote meetings, updated special meeting and notice rules, discretionary adjournments, committee authority clarifications, insurer/indemnity provisions, and an exclusive federal forum clause for Securities Exchange Act claims.
• Auditor ratified: Ernst & Young LLP (141,015,148 For vs. 9,212,458 Against).

Why It Matters

• Increasing authorized shares gives the company flexibility to issue equity in the future (which could dilute existing holders if used), so investors should watch any planned share issuances or equity-based programs.
• Governance changes—especially plurality voting in contested races and expanded limits on officer liability—modify shareholder influence and director accountability in contested situations. These changes may make it easier for incumbents to retain seats in contested elections.
• Bylaw provisions for remote meetings and exclusive forum selection change how and where shareholder disputes and governance matters may be handled, potentially affecting investor rights and litigation venue.
• Ratifying the auditor maintains continuity in financial oversight; the advisory approval of executive pay signals shareholder support but is non-binding.