Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnDecember 16, 2022 , the Board of Directors ofPPL Corporation (the "Company") approved and adopted amendments to the Bylaws of the Company (as so amended, the "Bylaws"), effectiveDecember 16, 2022 . The changes set forth in the Bylaws include, without limitation, the following: •requiring a shareholder notice for nomination of director candidates to include a representation regarding compliance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended ("Rule 14a-19") (Article III, Section 3.16); •requiring that shareholders provide evidence of Rule 14a-19 compliance no later than five business days prior to the applicable meeting of shareholders (Article III, Section 3.16); •providing that shareholder director nominations will be deemed null and void and any proxies or votes received for such nominee will be disregarded by the Company if the nominating shareholder fails to comply with or fails to provide evidence of compliance with Rule 14a-19 (Article III, Section 3.16); •providing that the Company may request additional information from director nominees as necessary to permit the Board of Directors to make an independence determination (Article III. Section 3.16); •requiring that shareholders soliciting proxies from other shareholders use a proxy card color other than white (Article III, Section 3.08(e)); and •other conforming, technical and non-substantive changes.
The above summary is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 3(ii) - Bylaws of PPL Corporation dated December 16, 2022 104 - Cover Page Interactive Data File (the
Cover Page Interactive Data File is
embedded within the Inline XBRL document).
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