UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2018
Evergy, Inc.
(Exact name of registrant as specified in its charter)
| Missouri | 333-220465 | 82-2733395 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1200 Main Street
Kansas City, Missouri 64105
(Address of Principal Executive Offices, Including Zip Code)
(816) 556-2200
(Registrant’s telephone number, including area code)
Monarch Energy Holding, Inc.
(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)) |
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 Rule 12b-2 of the Securities Exchange 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. |
On May 23, 2018, Evergy, Inc. (formerly named Monarch Energy Holding, Inc.), a Missouri corporation (the “Registrant”), following approval by written consent of its board of directors and approval by written consent of its sole shareholder, Great Plains Energy Incorporated, filed an amendment to its articles of incorporation with the Secretary of State of Missouri to change the name of the Registrant from “Monarch Energy Holding, Inc.” to “Evergy, Inc.” A copy of the amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 23, 2018, the Registrant’s board of directors and sole shareholder adopted an amendment to the Registrant’s by-laws to change the name of the Registrant from “Monarch Energy Holding, Inc.” to “Evergy, Inc.” A copy of the amendment is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
The Registrant has confirmed the reservation of the ticker symbol “EVRG” with the New York Stock Exchange to be effective upon listing of the Registrant’s common stock thereon.
| Item 9.01 | Financial Statements and Exhibits |
9.01(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment of Articles of Incorporation, effective as of May 23, 2018 | |
| 3.2 | Amendment of By-laws, effective as of May 23, 2018 | |
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 hereunto duly authorized.
| Evergy, Inc. |
| /s/ Kevin Bryant |
| Kevin Bryant |
| Vice President and Secretary |
Date: May 25, 2018
Exhibit 3.1
State of Missouri John R. Ashcroft, Secretary of State Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65192 Amendment of Articles of Incorporation for a General Business or Close Corporation (Submit with $25.00 filing fee; if increasing # of shares, please see fee schedule for appropriate fee.) Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: Monarch Energy Holding, Inc. 1. The present name of the Corporation is Charter #: 001371758 The name under which it was originally organized was Monarch Energy Holding, Inc. 2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on May 22, 2018 month/day/year ONE 3. Article Number is amended to read as follows: The name of this corporation shall be Evergy, Inc. (If more than one article is to be amended or more space is needed attach additional pages) (Please see next page) Name and address to return filed document: Tammy Eddings Name: 4801 Main Street, Suite 1000 Address; Kansas City, MO 64112-2551 City, State, and Zip Code: . Corp. 44 (01/2017)
4. Of the 1,000 shares outstanding, 1,000 of such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows: Class Common Number of Outstanding Shares 1,000 5. The number of shares voted for and against the amendment was as follows Class Common No. Voted For 1,000 No, Voted Against 0 6. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: 7. If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the Secretary of State, then the effective date, which shall be no more than 90 days following the filing date, shall be specified: In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo) Authorized Signature Terry Bassham President 5/22/2018 Printed Name Title Date Corp. 44 (01/2017)
Exhibit 3.2
FIRST AMENDMENT TO THE BY-LAWS
OF
MONARCH ENERGY HOLDING, INC.
This First Amendment to the By-laws (this “First Amendment”) of Monarch Energy Holding, Inc., a Missouri corporation (the “Company”), is adopted as of May 23, 2018 by unanimous consent of the Board of Directors of the Company.
WHEREAS, the Board of Directors adopted the By-laws of Monarch Energy Holding, Inc. as of July 5, 2017 (the “Original Bylaws”);
WHEREAS, pursuant to approval of the sole shareholder of the Company and the Board of Directors, on May 23, 2018, the Company filed an amendment to its Articles of Incorporation to change its name from “Monarch Energy Holding, Inc.” to “Evergy, Inc.”; and
WHEREAS, pursuant to Article XII of the Original Bylaws, the Board of Directors desires to amend the Original By-laws to the reflect such name change.
NOW, THEREFORE, the Board of Directors hereby amends the Original By-laws to change the name of the Company from “Monarch Energy Holding, Inc.” to “Evergy, Inc.” Except as modified by this First Amendment, the Original By-laws shall remain unchanged and in full force and effect.