Item 3.03
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Material Modification to Rights of Security Holders.
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On September 20, 2019, Southwest Gas California changed its state of incorporation from California to Delaware through the Merger, which was established for such purpose. The Merger Agreement relating to the reincorporation was approved by the requisite vote of Southwest Gas California’s shareholders at Southwest Gas California’s Annual Meeting of Shareholders held on May 2, 2019. In connection with the reincorporation, the number of authorized shares of common stock was increased from 60,000,000 shares that were available for issuance pursuant to the Articles of Incorporation of Southwest Gas California to 120,000,000 shares that are available for issuance pursuant to the Certificate of Incorporation of the Company. Other than the change in the state of incorporation and the increase in authorized common stock, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management. In addition, upon the effectiveness of the reincorporation, the board of directors of the Company consisted of those persons elected to the current board of directors of Southwest Gas California, who will continue to serve for the term of their respective elections to the board of directors, and the individuals who served as executive officers of Southwest Gas California immediately prior to the reincorporation will continue to serve as executive officers of the Company. Furthermore, the Company’s common stock will continue to trade on the New York Stock Exchange under the symbol “SWX.”
Following the reincorporation, the Company’s authorized capital stock consists of 120,000,000 shares of common stock, $1.00 par value per share, 5,000,000 shares of preferred stock, without par value, and 2,000,000 shares of preference stock, $20.00 par value per share. As of September 20, 2019, there were approximately 54,622,606 shares of common stock outstanding and no shares of preferred or preference stock outstanding. Former shareholders of Southwest Gas California now own the same number of shares in the Company that they owned in Southwest Gas California immediately prior to the reincorporation. Shareholders are not required to undertake any exchange of Southwest Gas California’s stock certificates, as shares in Southwest Gas California are deemed to represent an equal number of shares in the Company, $1.00 par value per share.
As of September 20, 2019, the effective date of the reincorporation, the rights of the Company’s stockholders began to be governed by the DGCL and the Certificate of Incorporation and Bylaws of the Company attached hereto as Exhibits 3.1 and 3.2, respectively. The form of common stock certificate of the Company is attached hereto as Exhibit 4.1. The Certificate of Incorporation and Bylaws of the Company include certain provisions which are required by the DGCL and may alter the rights of stockholders and powers of management. For a description and discussion of these changes, please refer to Southwest Gas California’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2019.