Item 5. Other Information
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of Sempra’s capital stock and the Series A Certificate of Determination and Series B Certificate of Determination are no longer in force.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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ITEM 6. EXHIBITS
The exhibits listed below relate to each Registrant as indicated. Unless otherwise indicated, the exhibits that are incorporated by reference herein were filed under File Number 1-14201 (Sempra), File Number 1-40 (Pacific Lighting Corporation), File Number 1-03779 (San Diego Gas & Electric Company) and/or File Number 1-01402 (Southern California Gas Company). All exhibits to which Sempra is a party have been named in this Exhibit Index with Sempra’s current legal name (Sempra) rather than its former legal name (Sempra Energy) regardless of the date of the exhibit.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Filed or Furnished Herewith Form Exhibit or Appendix Filing Date
EXHIBIT 3 -- ARTICLES OF INCORPORATION AND BYLAWS
Sempra
3.1 Amended and Restated Articles of Incorporation of Sempra effective May 23, 2008.
10-K 3.1 02/27/20
3.2 Certificate of Determination of Preferences of the 6% Mandatory Convertible Preferred Stock, Series A, of Sempra (including the form of certificate representing the 6% Mandatory Convertible Preferred Stock, Series A), filed with the Secretary of State of the State of California and effective January 5, 2018.
8-K 3.1 01/09/18
3.3 Certificate of Determination of Preferences of the 6.75% Mandatory Convertible Preferred Stock, Series B, of Sempra (including the form of certificate representing the 6.75% Mandatory Convertible Preferred Stock, Series B), filed with the Secretary of State of the State of California and effective July 11, 2018.
8-K 3.1 07/13/18
3.4 Certificate of Determination of Preferences of 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C, of Sempra (including the form of certificate representing the 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C), filed with the Secretary of State of the State of California and effective June 11, 2020.
8-K 3.1 06/15/20
3.5 Certificate of Amendment of Amended and Restated Articles of Incorporation of Sempra dated May 12, 2023.
8-K 3.1 05/16/23
3.6 Certificate of Amendment of Certificate of Determination of Preferences of the 6% Mandatory Convertible Preferred Stock, Series A and Certificate of Determination of Preferences of the 6.75% Mandatory Convertible Preferred Stock, Series B of Sempra dated May 2, 2024.
X
3.7 Bylaws of Sempra (as amended through May 12, 2023).
8-K 3.2 05/16/23
San Diego Gas & Electric Company
3.8 Amended and Restated Articles of Incorporation of San Diego Gas & Electric Company effective August 15, 2014.
10-K 3.4 02/26/15
3.9 Bylaws of San Diego Gas & Electric Company (as amended through October 26, 2016).
10-Q 3.1 11/02/16
Southern California Gas Company
3.10 Restated Articles of Incorporation of Southern California Gas Company effective October 7, 1996.
10-K 3.01 03/28/97
3.11 Bylaws of Southern California Gas Company (as amended through January 30, 2017).
8-K 3.1 01/31/17
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EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Filed or Furnished Herewith Form Exhibit or Appendix Filing Date
EXHIBIT 4 -- INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Certain instruments defining the rights of holders of long-term debt instruments are not required to be filed or incorporated by reference herein pursuant to Item 601(b)(4)(iii)(A) of SEC Regulation S-K. Each Registrant agrees to furnish a copy of such instruments to the SEC upon request.
Sempra
4.1 Officers’ Certificate of Sempra, including the form of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2054.
8-K 4.1 03/14/24
Sempra / San Diego Gas & Electric Company
4.2 Seventy-Sixth Supplemental Indenture, dated as of March 22, 2024.
8-K 4.1 03/22/24
Sempra / Southern California Gas Company
4.3 Supplemental Indenture of Southern California Gas Company to U.S. Bank National Association, dated as of March 18, 2024 .
8-K 4.1 03/18/24
EXHIBIT 10 -- MATERIAL CONTRACTS
Management Contract or Compensatory Plan, Contract or Arrangement
Sempra / San Diego Gas & Electric Company / Southern California Gas Company
10.1 Form of Sempra 2019 Long-Term Incentive Plan 2024 Nonqualified Stock Option Award Agreement.
10-K 10.8 02/27/24
10.2 Form of Sempra 2019 Long-Term Incentive Plan 2024 Performance-Based Restricted Stock Unit Award - EPS Growth Performance Measure.
10-K 10.9 02/27/24
10.3 Form of Sempra 2019 Long-Term Incentive Plan 2024 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure-S&P 500 Index.
10-K 10.10 02/27/24
10.4 Form of Sempra 2019 Long-Term Incentive Plan 2024 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure-S&P 500 Utilities Index.
10-K 10.11 02/27/24
10.5 Form of Sempra 2019 Long-Term Incentive Plan 2024 Time-Based Restricted Stock Unit Award - Three Year Ratable Vest.
10-K 10.12 02/27/24
10.6 Amended and Restated Sempra 2019 Long-Term Incentive Plan.
10-Q 10.1 11/03/23
Sempra
10.7 Form of Sempra 2019 Long-Term Incentive Plan Non-Employee Directors’ Annual Restricted Stock Unit Award.
10-K 10.34 02/27/24
10.8 Form of Sempra 2019 Long-Term Incentive Plan Non-Employee Directors’ Initial Restricted Stock Unit Award.
10-K 10.35 02/27/24
10.9 Severance Pay Agreement between Sempra and Justin C. Bird, signed January 23, 2024 and effective January 1, 2024.
10-K 10.38 02/27/24
10.10 Amended and Restated Severance Pay Agreement between Sempra and Karen L. Sedgwick, signed January 25, 2024 and effective January 1, 2024.
10-K 10.42 02/27/24
10.11* Aircraft Time Sharing Agreement, effective March 11, 2024, between Sempra and Jeffrey W. Martin.
X
10.12 Sempra Cash Severance Payments Policy.
X
* Portions of the exhibit have been omitted in accordance with applicable SEC rules.
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EXHIBIT INDEX (CONTINUED)
Exhibit Number Exhibit Description Filed or Furnished Herewith
EXHIBIT 31 -- SECTION 302 CERTIFICATIONS
Sempra
31.1 Certification of Sempra’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
31.2 Certification of Sempra’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
San Diego Gas & Electric Company
31.3 Certification of San Diego Gas & Electric Company’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
31.4 Certification of San Diego Gas & Electric Company’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
Southern California Gas Company
31.5 Certification of Southern California Gas Company’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
31.6 Certification of Southern California Gas Company’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
X
EXHIBIT 32 -- SECTION 906 CERTIFICATIONS
Sempra
32.1 Certification of Sempra’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350.
X
32.2 Certification of Sempra’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350.
X
San Diego Gas & Electric Company
32.3 Certification of San Diego Gas & Electric Company’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350.
X
32.4 Certification of San Diego Gas & Electric Company’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350.
X
Southern California Gas Company
32.5 Certification of Southern California Gas Company’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350.
X
32.6 Certification of Southern California Gas Company’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350.
X
EXHIBIT 101 -- INTERACTIVE DATA FILE
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
EXHIBIT 104 -- COVER PAGE INTERACTIVE DATA FILE
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Table of Con tents
SIGNATURES
Sempra:
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 thereunto duly authorized.
SEMPRA,
(Registrant)
Date: May 7, 2024 By: /s/ Peter R. Wall
Peter R. Wall
Senior Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer)
San Diego Gas & Electric Company:
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 thereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY,
(Registrant)
Date: May 7, 2024 By: /s/ Valerie A. Bille
Valerie A. Bille
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer)
Southern California Gas Company:
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 thereunto duly authorized.
SOUTHERN CALIFORNIA GAS COMPANY,
(Registrant)
Date: May 7, 2024 By: /s/ Mia L. DeMontigny
Mia L. DeMontigny
Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Duly Authorized Officer)
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