Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.




On November 27, 2019, the Board of Directors (the "Board") of Evergy, Inc., a
Missouri corporation (the "Company"), amended and restated the Company's Amended
and Restated By-laws (the "By-laws"). The By-law amendments that were approved,
among other things, (i) provide for a majority voting standard in the election
of directors in uncontested director elections with a carve-out to provide for a
plurality voting standard in contested director elections, and (ii) provide for
eligible shareholders to have proxy access rights allowing them, subject to
various customary terms, conditions, and restrictions, to include director
nominees in the Company's proxy statement for annual meetings of shareholders.
In connection with its adoption of a majority voting standard in uncontested
director elections, the Board also approved an amendment to the By-laws to
eliminate cumulative voting in director elections. In eliminating cumulative
voting, the Board took into consideration, among other factors, the provisions
of Missouri's corporation law that do not permit majority voting in director
elections when shareholders have the right to cumulate votes in such elections.
The Company believes that these By-law amendments strengthen the Company's
corporate governance practices, reflect the Company's ongoing commitment to
strong corporate governance practices, are responsive to feedback from the
Company's shareholders, and more closely align the Company's governance with
evolving best practice governance trends among peer and other companies of
similar size, particularly among companies comprising the S&P 500, which
includes the Company. The amendments to the By-laws include the following:
Adoption of Majority Voting for the Election of Directors in Uncontested
Director Elections
•      The voting standard for the election of directors in uncontested director
       elections was changed from a plurality voting standard to a majority
       voting standard so that a nominee for director will only be elected to the
       Board if the number of shares voted "for" a nominee's election exceeds
       fifty percent (50%) of the number of votes cast with respect to that
       nominee's election. With respect to any nominee's election, votes cast for
       a nominee shall include a shareholder's direction to withhold authority
       and shall exclude abstentions.


•      The majority voting standard for the election of directors adopted by the
       Board has a plurality carve-out applicable to shareholder meetings where
       the election of directors is a contested election (as defined in the
       By-laws). As such, at any meeting of shareholders where the election of
       directors is a contested election, directors will be elected by a
       plurality of the votes cast rather than a majority of the votes cast. As a
       condition to being nominated to stand for election as director, a proposed
       nominee must deliver an irrevocable letter of resignation as a director,
       effective upon such person's failure to receive the required vote for
       re-election at the next meeting of shareholders at which such person would
       face re-election.


•      If a nominee for director is not elected and the nominee is an incumbent
       director, the Board's Nominating, Governance, and Corporate Responsibility
       Committee (the "Committee") will make a recommendation to the Board as to
       whether to accept or reject the tendered resignation, or whether other
       action should be taken. The Board will act on the tendered resignation,
       taking into account the Committee's recommendation, and publicly disclose
       its decision regarding the tendered resignation and the rationale behind
       the decision within ninety (90) calendar days from the date of the
       certification of the voting results from the shareholders' meeting at
       which directors were elected. The Committee, in making its recommendation,
       and the Board, in making its decision, may each consider any factors or
       other information that they consider appropriate and relevant. The
       director whose tendered resignation is being evaluated will not
       participate in the recommendation of the Committee or the decision of the
       Board with respect to his or her tender of resignation, but may

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participate in the recommendation or the decision regarding another director's
tendered resignation.
•      In determining to adopt a majority voting standard for the election of
       directors in uncontested director elections, with a carve-out to provide
       for a plurality voting standard in contested director elections, the Board
       took into consideration that a majority voting standard has become the
       prevailing standard for the election of directors at U.S. public companies
       similar in size to the Company, particularly the S&P 500, which includes
       the Company. In this regard, the Board noted that, based on available data
       from Factset Research Systems, Inc., a majority voting standard for the
       election of directors in uncontested elections, with a carve-out to
       provide for a plurality voting standard in contested director elections,
       is currently in place at approximately ninety-one percent (91%) of the
       companies comprising the S&P 500.


Adoption of Proxy Access Rights for Eligible Shareholders
•      An eligible shareholder of the Company, or a group of up to twenty (20)
       eligible shareholders (an "Eligible Shareholder"), may submit a notice (a
       "Proxy Access Notice") to the Company notifying the Company of its intent
       to submit a director nominee for inclusion in the Company's proxy
       statement for an annual meeting of shareholders and may have its nominee
       included in such proxy statement, subject to the terms, conditions, and
       restrictions contained in the proxy access By-laws.


•      An Eligible Shareholder must provide a Proxy Access Notice to the Company
       at least sixty (60) calendar days, but not more than ninety (90) calendar
       days, prior to the date of an annual meeting of shareholders, which is the
       same time period for which advance notices of nominations and other
       shareholder proposals not intended for inclusion in the Company's proxy
       statement must be submitted to the Company under the By-laws.


•      The Eligible Shareholder must have continuously owned at least three
       percent (3%) of the outstanding shares of the Company's common stock for
       at least three (3) years as of the date that the Proxy Access Notice is
       received by the Company and thereafter through the date of the annual
       meeting.


•      An Eligible Shareholder may use proxy access to nominate up to twenty-five
       percent (25%) of the total number of directors who are members of the
       Board as of the last day on which a Proxy Access Notice may be submitted,
       subject to the terms, conditions, and restrictions contained in the proxy
       access By-laws.


•      An Eligible Shareholder is permitted to include with its Proxy Access
       Notice a statement, not to exceed five hundred (500) words, in support of
       the director nominee for inclusion in the Company's proxy statement.


•      The proxy access provisions that were adopted by the Board specifically
       allow investment funds under common management to be treated as a single
       shareholder and do not contain any post-meeting holding requirements.


Elimination of Cumulative Voting in Director Elections
•      In connection with its adoption of a majority voting standard in
       uncontested director elections, the Board also approved an amendment to
       the By-laws to eliminate cumulative voting in director elections. In
       eliminating cumulative voting, the Board took into consideration, among
       other factors,

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the provisions of Missouri's corporation law that do not permit majority voting
in director elections when cumulative voting is also permitted.
•      In determining to eliminate cumulative voting, the Board also considered
       the fact that a system of one vote per share for each director nominee and
       no right to cumulate votes is the prevailing election standard at U.S.
       public companies similar in size to the Company, particularly the S&P 500,
       which includes the Company. In this regard, the Board noted that, based on
       available data from Factset Research Systems, Inc., the right to cumulate
       votes in director elections does not exist at approximately 97% of the
       companies comprising the S&P 500, and only three (3) of the twenty-seven
       (27) other companies that comprise the S&P Utility Index have cumulative
       voting.

In addition to the foregoing, the amendments to the By-laws also include additional procedures and provisions with respect to the organization and conduct of, the appointment of a presiding officer for, and the introduction of director nominees and other business at, shareholders' meetings. The foregoing summary of the amendments to the By-laws is qualified in its entirety by reference to the full text of the By-laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

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