filings.toolsItem 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
(a)As previously reported, in January 2018 and July 2018, respectively, Sempra (i) filed with the Secretary of State of the State of California a certificate of determination of preferences of its series A preferred stock (the Series A Certificate of Determination) and a certificate of determination of preferences of its series B preferred stock (the Series B Certificate of Determination), which amended Sempra’s amended and restated articles of incorporation to establish the designations, privileges, preferences, rights and restrictions of its series A preferred stock and series B preferred stock, and (ii) issued 17,250,000 shares of series A preferred stock and 5,750,000 shares of series B preferred stock in underwritten public offerings. Pursuant to the terms of the Series A Certificate of Determination and the Series B Certificate of Determination, on January 15, 2021 and July 15, 2021, respectively, all outstanding shares of series A preferred stock and series B preferred stock were converted into 27,562,050 and 8,513,440 shares, respectively, of Sempra’s common stock. After such conversions, no shares of series A preferred stock or series B preferred stock remain outstanding.
On May 2, 2024, Sempra filed with the Secretary of State of the State of California a certificate of amendment of the Series A Certificate of Determination and the Series B Certificate of Determination, which further amended Sempra’s amended and restated articles of incorporation. Pursuant to such certificate of amendment, and in order to implement the revocation of the series A preferred stock and series B preferred stock, effective May 2, 2024, (i) the number of authorized shares of series A preferred stock was decreased from 17,250,000 to zero, (ii) the number of authorized shares of series B preferred stock was decreased from 5,750,000 to zero, and (iii) each such series of stock is no longer an authorized series of Sempra’s capital stock and the Series A Certificate of Determination and Series B Certificate of Determination are no longer in force.
A copy of such certificate of amendment is filed as Exhibit 3.6 hereto and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.
(b)None.
(c)During the most recent fiscal quarter, (i) the individual listed below, who was at the time a Sempra director or officer, adopted a Rule 10b5-1 trading arrangement with respect to the securities of Sempra, with the material terms described below; (ii) no Sempra directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement with respect to the securities of Sempra; and (iii) no SDG&E or SoCalGas directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement with respect to the securities of each such Registrant. As used herein, directors and officers are as defined in Rule 16a-1(f) under the Exchange Act, a Rule 10b5-1 trading arrangement is as defined in Item 408(a) of SEC Regulation S-K, and a non-Rule 10b5-1 trading arrangement is as defined in Item 408(c) of SEC Regulation S-K. The Rule 10b5-1 trading arrangement listed below is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
| RULE 10B5-1 TRADING ARRANGEMENT | |||||||||||
| (In the three months ended March 31, 2024) | |||||||||||
| Name and title of the director or officer | Date on which the director or officer adopted or terminated the trading arrangement | Duration of the trading arrangement | Aggregate number of securities to be purchased or sold pursuant to the trading arrangement | ||||||||
| Sempra: | |||||||||||
| Peter R. Wall, Senior Vice President, Controller and Chief Accounting Officer | March 19, 2024 | From June 18, 2024 until all shares are sold or the trading arrangement is otherwise terminated | 6,100 owned shares of Sempra common stock; all shares of Sempra common stock subject to 7,480 performance-based RSUs vesting in January and February of 2025(1), less shares to which Mr. Wall would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements; all shares of Sempra common stock subject to 5,876 performance-based RSUs vesting in January and February of 2026(1), less shares to which Mr. Wall would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements |
(1) Shares subject to the performance-based RSUs scheduled to vest in January and February of 2025 and 2026 generally will vest, in whole or in part, or be forfeited in early 2025 or early 2026, as applicable, based on our total shareholder return for the three-year performance period ending on January 2, 2025 and January 2, 2026, as applicable, and EPS growth (as adjusted for long-term incentive plan purposes) for the three-year performance period ending on December 31, 2024 and December 31, 2025, as applicable. The number of shares that will vest may range from 0% to 200% of the target number of shares (plus dividend equivalents) and cannot be ascertained until the performance period has ended and the Compensation and Talent Development Committee of Sempra’s board of directors has certified the results.
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