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NEXTERAENERGY.JPG
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported:  October 26, 2020

Commission
File
Number
 
Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
 
IRS Employer
Identification
Number
1-8841
 
NEXTERA ENERGY, INC.
 
59-2449419
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000


State or other jurisdiction of incorporation or organization:  Florida

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $0.01 Par Value
 
NEE
 
New York Stock Exchange
4.872% Corporate Units
 
NEE.PRO
 
New York Stock Exchange
5.279% Corporate Units
 
NEE.PRP
 
New York Stock Exchange
6.219% Corporate Units
 
NEE.PRQ
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.03 Material Modification to Rights of Security Holders

The previously-disclosed four-for-one division (Stock Split) of the common stock, $.01 par value (NEE common stock), of NextEra Energy, Inc. (NEE) became effective on October 26, 2020. As a result of the Stock Split (and other adjustments related to the current dividend rate with respect to the 4.872% Corporate Units), the fixed settlement rates of NEE’s three outstanding series of Corporate Units were adjusted as of the opening of business on October 27, 2020 as described below.
4.872% Corporate Units
In September 2019, NEE sold $1.5 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series J Debenture due September 1, 2024, issued in the principal amount of $1,000 by NextEra Energy Capital Holdings, Inc. (NEECH). Each stock purchase contract requires the holder to purchase by no later than September 1, 2022 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.8936 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.7152 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending August 29, 2022 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.
5.279% Corporate Units
In February 2020, NEE sold $2.5 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series K Debenture due March 1, 2025, issued in the principal amount of $1,000 by NEECH. Each stock purchase contract requires the holder to purchase by no later than March 1, 2023 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.7092 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.5672 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending February 24, 2023 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.
6.219% Corporate Units
In September 2020, NEE sold $2.0 billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 5% undivided beneficial ownership interest in a Series L Debenture due September 1, 2025, issued in the principal amount of $1,000 by NEECH. Each stock purchase contract requires the holder to purchase by no later than September 1, 2023 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range. If purchased on the final settlement date, as of October 27, 2020, the number of shares issued per equity unit would (subject to antidilution adjustments) range from 0.6764 shares if the applicable market value of a share of NEE common stock is less than or equal to the reference price to 0.5412 shares if the applicable market value of a share is equal to or greater than the threshold appreciation price.The applicable market value will be determined using the average closing prices of NEE common stock over a 20-day trading period ending August 29, 2023 and will also be adjusted (when determined) to give effect to the Stock Split and certain other anti-dilution adjustments to determine which settlement rate will apply.


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SECTION 8 - OTHER EVENTS

Item 8.01 Other Events

On October 28, 2020, NEE filed Articles of Restatement of the Restated Articles of Incorporation to restate its Restated Articles of Incorporation. The Restated Articles of Incorporation do not contain an amendment to the Restated Articles of Incorporation as amended and currently in effect.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
 
Exhibit
Number
 
Description
 
3(i)
 
 
101
 
Interactive data files for this Form 8-K formatted in Inline XBRL
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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 thereunto duly authorized.

Date:  October 30, 2020

NEXTERA ENERGY, INC.
(Registrant)



CHARLES E. SIEVING
Charles E. Sieving
Executive Vice President & General Counsel


Exhibit 3(i)

SECOND RESTATED
ARTICLES OF INCORPORATION
OF
NEXTERA ENERGY, INC.
ARTICLE I
Name

The name of the Corporation is NextEra Energy, Inc.

ARTICLE II
Purpose

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Florida General Corporation Act.

ARTICLE III
Capital Stock

Section 1. Authorized Capital Stock. The aggregate number of shares which the Corporation is authorized to issue is 3,300,000,000 shares, consisting of 100,000,000 shares of Serial Preferred Stock, $.01 par value, and 3,200,000,000 shares of Common Stock, $.01 par value.

Section 2. Serial Preferred Stock. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of shares of Serial Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Serial Preferred Stock or any series thereof. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

A. The rate and manner of payment of dividends, if any;
B. Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
C. The amount payable upon shares in the event of liquidation, dissolution or other winding up of the Corporation;
D. Sinking fund provisions, if any, for the redemption or purchase of shares;

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E. The terms and conditions, if any, on which shares may be converted or exchanged;
F. Voting rights, if any; and
G. Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Florida.
The Board of Directors shall have the authority to determine the number of shares that will comprise each series.

Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the Corporation shall file such documents with the State of Florida as may be required by law.

Section 3. Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote, in person or by proxy, at any and all meetings of the shareholders of the Corporation, on all propositions before such meetings. Each share of Common Stock shall be entitled to participate equally in such dividends as may be declared by the Board of Directors out of funds legally available therefor, and to participate equally in all distributions of assets upon liquidation.

Section 4. Certain Definitions. For the purposes of these Articles:
“Preferred Stock Designation” shall mean any designation of the preferences, limitations and rights of any series of Serial Preferred Stock made pursuant to Section 2 of this Article III.

“Voting Stock” shall mean all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors. Each share of Voting Stock shall have the number of votes granted to it pursuant to this Article III or any Preferred Stock Designation.

ARTICLE IV
Board of Directors

Section 1. Number. The number of directors of the Corporation shall be as set forth in the bylaws.

Section 2. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of shareholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

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Section 3. Removal. A director may be removed by the majority vote of the entire Board of Directors. A director may also be removed by shareholders.

Notwithstanding the foregoing, and except as otherwise provided by law, in the event that holders of any class or series of Preferred Stock are entitled, voting separately as a class, to elect one or more directors, only the holders of that class or series may participate in a vote with respect to the removal by shareholders of a director so elected.

ARTICLE V
Action by Shareholders

Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of shareholders of the Corporation and may not be effected by any consent in writing by such shareholders. Special meetings of shareholders, for any purpose or purposes, may be called by the Chairman of the Board of Directors, the President or the Secretary of the Corporation, and shall be called upon the written request of a majority of the entire Board of Directors or the holder or holders of not less than 20% of all the outstanding shares of stock of the Corporation entitled to vote on the matter or matters to be presented at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

ARTICLE VI
[Reserved]

ARTICLE VII
Amendment of Articles of Incorporation and Bylaws

Section 1. Articles of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions of this Article VII and the provisions of the first sentence of Section 3 of Article III, and Articles IV, V, and VI, may not be altered, amended or repealed in any respect unless such alteration, amendment or repeal is approved by the affirmative vote of the holders of at least a majority of the then outstanding shares of Voting Stock, voting together as a single class.

Section 2. Bylaws. The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors. Bylaws adopted by the Board of Directors may be repealed or changed, and new bylaws may be adopted, by shareholders only if such repeal, change or adoption is approved by the affirmative vote of the holders of at least a majority of the then outstanding Voting Stock, voting together as a single class.

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