Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


           Year.

On November 2, 2022, the Board of Directors (the "Board") of Enviva Inc. (the "Company") approved and adopted amended Bylaws (as amended and restated, the "Bylaws"), effective immediately, to (i) update procedural mechanics in connection with stockholder nominations of directors to address matters relating to Rule 14a-19 (the "Universal Proxy Card Rules") under the Securities Exchange Act of 1934, as amended, (ii) modify the provisions relating to lists of stockholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law, and (iii) require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white (white is reserved for exclusive use by the Board).

To address the Universal Proxy Card Rules, the amendments include, among other things, the following changes: (i) requiring a stockholder to include in their advance notice of nomination a representation as to whether the stockholder intends to solicit proxies in support of any proposed nominee other than the Company's nominees and, if so, a statement containing the additional information required under the Universal Proxy Card Rules, (ii) requiring a stockholder that intends to solicit proxies in support of any proposed nominee other than the Company's nominees to deliver reasonable evidence that it has met the requirements of the Universal Proxy Card Rules with respect to such nominee, and (iii) providing that a stockholder's nominees will be disregarded by the Company if such stockholder provided notice pursuant to the Universal Proxy Card Rules and subsequently fails to comply with the Universal Proxy Card Rules or any other applicable rules or regulations.

The Bylaws also include certain other updates, including ministerial, clarifying, and conforming changes. The complete text of the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Bylaws amendments herein does not purport to be complete and is qualified in its entirety by Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.






Exhibits.



  EXHIBIT
  NUMBER     DESCRIPTION
    3.1        Bylaws of Enviva Inc.
    104      The cover page from this Current Report on Form 8-K, formatted in
             Inline XBRL.




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