HASI Files Supplemental Proxy Materials

TL;DR

HASI dropped more proxy docs, shareholders need to check it out before voting.

AI Summary

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI) filed a Definitive Additional Materials proxy statement on June 3, 2024. This filing is supplemental to their proxy statement and concerns matters to be voted on by shareholders. The company is incorporated in Maryland and operates as a Real Estate Investment Trust.

Why It Matters

This filing provides shareholders with additional information relevant to upcoming votes, ensuring they have the necessary details for informed decision-making regarding the company's governance and future.

Risk Assessment

Risk Level: low — This filing is a routine supplemental proxy statement, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• Hannon Armstrong Sustainable Infrastructure Capital, Inc. (company) — Registrant
• 0001561894-24-000065 (filing_id) — Accession Number
• 20240603 (date) — Filing Date
• MD (state) — State of Incorporation
• 1231 (fiscal_year_end) — Fiscal Year End
• DEFA14A (form_type) — Filing Type
• 001-35877 (sec_file_number) — SEC File Number
• Annapolis (city) — Business Address City
• MD (state) — Business Address State
• 21401 (zip_code) — Business Address Zip

FAQ

Key Financial Figures

• $0.01 — of 450,000,000 shares of Common Stock, $0.01 par value per share (" Common Stock "),

Filing Documents

• a2024defa14a4.htm (DEFA14A) — 135KB
• pg4-logo_hasia.jpg (GRAPHIC) — 45KB
• 0001561894-24-000065.txt ( ) — 197KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENTAL MATERIAL TO THE PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. TO BE HELD ON THURSDAY, JUNE 6, 2024 This supplemental information is being provided to stockholders in addition to the proxy statement of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the " Company ") filed with the Securities and Exchange Commission on April 15, 2024 (the " 2024 Proxy Statement ") for the 2024 Annual Meeting of Stockholders of the Company (the " 2024 Annual Meeting "), with respect to Proposal 4 regarding the conversion of the Company from a Maryland corporation to a Delaware corporation (the " Reincorporation Proposal ") included in the 2024 Proxy Statement. Please read the 2024 Proxy Statement and accompanying materials, in addition to the information provided herein, carefully before you make a voting decision. The information contained in this supplemental material modifies or supersedes any inconsistent material contained in the 2024 Proxy Statement. Even if voting instructions for your proxy have already been given, you can change your vote at any time before the 2024 Annual Meeting by giving new voting instructions as described in more detail in the 2024 Proxy Statement. PROPOSAL 4 (the Reincorporation Proposal) Approval of the conversion of the Company from a Maryland corporation to a Delaware corporation under the name "HA Sustainable Infrastructure Capital, Inc." in accordance with the Plan of Conversion attached to the 2024 Proxy Statement We urge you to vote "FOR" Proposal 4 (the Reincorporation Proposal) in the 2024 Proxy Statement. After a review of the input from Institutional Shareholder Services (" ISS ") with respect to the Reincorporation Proposal, we have determined to add language to the new Delaware certificate of incorporation to be adopted as part of the Reincorporation Proposal (the " Delaware Certificate ") to cause the provisions of the Delaware Certificate described under the heading " Tax Benefits Preservation Provisions of the Delaware Charter " in the 2024 Proxy Statement to expire upon the third anniversary of filing and effectiveness of the Delaware Certificate (if not earlier terminated pursuant to the terms of the Delaware Certificate). As such, the defined term "Expiration Date" in Section 10.1(k) of the Delaware Certificate attached to the 2024 Proxy Statement as Appendix B and to be adopted following approval of the Reincorporation Proposal shall be updated as follows " Expiration Date " means the earliest of (i) the repeal, amendment or modification of Section 382 of the Code (or any comparable successor provisions), if the Board of Directors determines that the restrictions in this Article X are no longer necessary or desirable for the preservation of the Tax Benefits, (ii) the date that the Board of Directors determines that (x) an ownership change (within the meaning of Section 382 of the Code and the Treasury Regulations thereunder) would not result in a substantial limitation on the ability of the Corporation (or a direct or indirect subsidiary of the Corporation) to use otherwise available Tax Benefits, (y) no significant value attributable to the Tax Benefits would be preserved by continuing the Transfer restrictions herein, or (z) it is not in the best interests of the Corporation to continue the Transfer restrictions herein, (iii) the date that is the third anniversary of the filing and effectiveness of this Certificate of Incorporation, or ( iii iv ) any other date as the Board of Directors shall fix in accordance with Section 10.8 of this Article X A copy of the complete text of the Delaware Certificate, as proposed to be adopted following approval of the Reincorporation Proposal (including the revisions set forth above) is included in Appendix A to this supplemental soliciting material. Please note that abstentions and broker non-votes on the Reincorporation Proposal will have the same effect as a vote "against" the Reincorporation Proposal. If you have already vo

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