NW Natural Holding Co. Sets Annual Shareholder Meeting for July 24

TL;DR

NW Natural Holding Co. shareholder meeting set for July 24th - vote on directors and other biz.

AI Summary

Northwest Natural Holding Company announced on May 23, 2024, that it will hold its Annual Meeting of Shareholders on July 24, 2024. Shareholders will vote on the election of directors and other business matters presented at the meeting. The company is incorporated in Oregon and its principal executive offices are located in Portland.

Why It Matters

This filing informs shareholders about the upcoming annual meeting where key corporate decisions, including director elections, will be made, impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — The filing is a routine announcement of an annual shareholder meeting and does not contain information that suggests immediate financial or operational risk.

Key Players & Entities

• Northwest Natural Holding Company (company) — Registrant
• July 24, 2024 (date) — Annual Meeting Date
• May 23, 2024 (date) — Date of Report
• Oregon (location) — State of Incorporation
• Portland (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $150 million — million shares or up to an aggregate of $150 million. Such authorization will continue until
• $100 m — ,000 shares, or an amount not to exceed $100 million, in the aggregate. The Company
• $83.3 million — ares of common stock at a total cost of $83.3 million under the prior repurchase program. T

Filing Documents

• nwn-20240523.htm (8-K) — 52KB
• ex31northwestnaturalholdin.htm (EX-3.1) — 73KB
• nwn-20240523_g1.jpg (GRAPHIC) — 6KB
• 0001733998-24-000085.txt ( ) — 290KB
• nwn-20240523.xsd (EX-101.SCH) — 2KB
• nwn-20240523_lab.xml (EX-101.LAB) — 23KB
• nwn-20240523_pre.xml (EX-101.PRE) — 13KB
• nwn-20240523_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective May 23, 2024, the Board of Directors approved the amendment and restatement of Northwest Natural Holding Company's (NW Holdings') Amended and Restated Bylaws (Bylaws). In addition to certain ministerial changes, the amendments to the Bylaws generally included the following changes: Article II, Sections 6 and 7 of the Bylaws were amended to clarify the treatment of abstentions and broker non-votes present at an annual meeting; Article II, Sections 7 and 10 of the Bylaws was amended to modify the procedural and informational requirements for shareholders to nominate director candidates to reserve white proxy cards to the exclusive use of the Board of Directors and require notifications to the Company in the event the shareholder determines to no longer solicit proxies. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and are incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Northwest Natural Holding Company (Company) was held on May 23, 2024. At the meeting, shareholders voted on the following items: Proposal 1: The following Class I nominees were elected to serve on the Board of Directors until the 2027 Annual Meeting, or until their successors have been duly qualified and elected: BROKER NOMINEE FOR WITHHELD NON-VOTES Timothy P. Boyle 28,216,560 530,873 4,045,943 Monica Enand 28,331,415 416,018 4,045,943 Hon. Dave McCurdy 28,038,823 708,610 4,045,943 Malia H. Wasson 27,051,825 1,695,608 4,045,943 Proposal 2: The non-binding advisory vote on compensation of the Named Executive Officers was approved. FOR 27,490,971 AGAINST 1,080,127 ABSTAIN 176,335 BROKER NON-VOTES 4,045,943 Proposal 3: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024 was ratified. FOR 31,821,751 AGAINST 909,549 ABSTAIN 62,076 BROKER NON-VOTES N/A

01 Other Events

Item 8.01 Other Events. Effective May 23, 2024, NW Holdings' Board of Directors authorized and approved a share repurchase program for our common stock, under which the Company may purchase shares on the open market or through privately negotiated transactions. The Company has Board authorization to repurchase up to an aggregate of 5 million shares or up to an aggregate of $150 million. Such authorization will continue until the program is used, terminated or replaced. The repurchase program replaces the Company's previously authorized share repurchase program, which commenced in 2000 and authorized the repurchase of up to 2,800,000 shares, or an amount not to exceed $100 million, in the aggregate. The Company repurchased 2.1 million shares of common stock at a total cost of $83.3 million under the prior repurchase program. The timing and number of shares to be repurchased (if any) will be determined by management and may depend on a number of factors including market conditions and other business considerations. The share repurchase program does not require the Company to repurchase shares of its common stock and it may be amended, suspended or discontinued at any time.

Forward-Looking Statements

Forward-Looking Statements This report, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "continues," "could," "intends," "plans," "seeks," "believes," "estimates," "expects", "will" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, financial positions, financial performance, equity repurchases, developments impacting stock prices, targeted capital structure, revenues and earnings, and other statements that are other than statements of historical facts. Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" in the most recent Annual Report on Form 10-K and in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits See Exhibit Index below. Exhibit Index Exhibit Description 3.1 Amended and Restated Bylaws of Northwest Natural Holding Company. 104 Inline XBRL for the cover page of this Current Report on Form 8-K. SIGNATURE 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 hereunto duly authorized. NORTHWEST NATURAL HOLDING COMPANY (Registrant) Dated: May 29, 2024 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer & Corporate Secretary