Eversource(US:ES)2025-05-01 20:18Trust Governance and Management - Eversource Energy's Declaration of Trust was amended to allow annual meetings of Shareholders to be held in person or virtually[1] - The amendment also revised provisions requiring more than a majority vote to a majority-only vote[1] - The amendment was approved by more than two-thirds of the outstanding Common Shares at the 2025 Annual Meeting[1] - The Declaration of Trust has been amended multiple times since its original date of January 15, 1927, with the latest amendment on May 1, 2025[4] - The Trustees are responsible for managing and controlling the trust estate for the benefit of Shareholders[7] - The number of Trustees can be fixed at each annual meeting by a majority vote of the outstanding shares[10] - Trustees have the power to manage the trust estate, including acquiring and selling securities and borrowing money[51][55] - The Trustees are responsible for converting the trust estate into cash before the termination of the trust, with no specific property interest granted to Shareholders[49] - The Trustees have the authority to purchase, acquire, and hold shares, bonds, and other obligations, but these shares will not have voting rights or dividends while held[63] - The annual meeting of the Trustees is held immediately after the annual meeting of the Shareholders, with a quorum requiring a majority of the full board present[66] - The Treasurer is responsible for the custody of all funds belonging to the trust estate and must keep accurate financial records[71] - The Trustees may declare and pay dividends as they see fit, with all holders of a class receiving the same amount per share[96] - The Trustees are not liable for acts or defaults of co-Trustees or other representatives, provided they act in good faith[103] - The association will indemnify its Trustees and officers against losses incurred while in office, except in cases of bad faith actions[106] - Trustees may consult with various experts at the expense of the trust estate, ensuring actions taken in good faith are protected[110] - The trust may be terminated or amended by a majority vote of the Trustees, requiring consent from a majority of shareholders for any changes affecting preferred shares[118] - Upon termination, the Trustees are required to convert all property into cash and distribute it among shareholders according to their respective shares[120] - The rights of indemnification for Trustees and officers are not exclusive and may include additional rights under Massachusetts law[109] Shareholder Rights and Responsibilities - Shareholders must own at least 3% of the outstanding common shares for three years to qualify as an Eligible Shareholder for proxy access[14] - The association will include Shareholder Nominees in its proxy statement if eligibility requirements are met[13] - The Required Information for Shareholder Nominees will be disclosed in the association's proxy statement[20] - The association reserves the right to omit any information it believes is untrue or misleading from its proxy materials[21] - The maximum number of Shareholder Nominees that can be included in the association's proxy materials is capped at the greater of two or twenty percent of the number of Trustees in office[35] - Eligible Shareholders must provide a written statement certifying the number of common shares they have owned continuously for at least three years as of the date of the Shareholder Notice[28] - The association may omit any Shareholder Nominee from its proxy materials if the nominee does not meet independence standards or has been involved in certain legal issues[34] - Shareholder Notices must be delivered no later than the Close of Business on the 20th day or earlier than the Close of Business on the 150th day prior to the first anniversary of the previous year's annual meeting[26] - Eligible Shareholders must notify the association immediately if they cease to own any of the Required Shares prior to the annual meeting[25] - A written agreement from the Eligible Shareholder must include representations regarding the acquisition of Required Shares in the ordinary course of business[25] - The association requires a copy of the Schedule 14N to be filed with the Securities and Exchange Commission[24] - Shareholder Nominees must consent to being named in the association's proxy statement and agree to serve as a Trustee if elected[30] - The association may disregard any nomination if it receives notice of another candidate for election that exceeds the number of Trustees to be elected[34] - Eligible Shareholders must provide documentation demonstrating that the number of Shareholders in a group does not exceed twenty[28] - The association's proxy materials will include Shareholder Nominees based on the ranking specified by Eligible Shareholders, with the highest-ranking nominees selected until the Permitted Number is reached[37] - If the number of Shareholder Nominees exceeds the Permitted Number, the selection process will continue until the Permitted Number is achieved, prioritizing the largest disclosed share ownership[37] - Shareholder Nominees who withdraw or become ineligible for election will be ineligible for the next two annual meetings[38] - The Board has the authority to interpret the provisions regarding Shareholder Nominees and determine compliance with eligibility requirements[40] - If a Shareholder does not present their nominee at the annual meeting, the nomination will be disregarded[40] - Trustees must qualify by submitting a written acceptance within twenty days after election, or their election will be null and void[42] - Trustees can resign, with the resignation taking effect upon acceptance or after twenty days[43] - Vacancies on the Board of Trustees can be filled by remaining Trustees, even if they are less than a majority[45] Shareholder Meetings and Voting - The annual meeting of shareholders will be held in April, May, or June, with the exact date and time determined by the Trustees[90] - Shareholders holding one-tenth (1/10) of the outstanding shares can request special meetings, which can address any business that could have been transacted at the annual meeting[90] - Shareholders have the right to vote in person or by proxy, with each common share granting one vote[91] - The Trustees can fix a record date for determining shareholders entitled to notice and to vote at meetings[91] - Electronic transmission is considered valid for notices and voting, ensuring modern communication methods are utilized[91] - A majority of shares present constitutes a quorum for conducting business at meetings[91] Share Issuance and Transfer - Common shares may be issued for cash, property, or services, and require a majority vote from Shareholders for issuance[78] - Every Shareholder is entitled to receive a certificate specifying the number and kind of shares held, which must be signed by designated officers[79] - A register of Shareholders must be maintained, containing names, addresses, and the number of shares held[81] - Transfers of shares must be in writing and accompanied by the existing certificate for registration[82] - All shares issued are full-paid and non-assessable, meaning Shareholders are not personally liable for any debts incurred by the Trustees[87] Legal and Compliance - The trust created shall continue without limitation of time unless terminated as provided in Article (39) with a maximum duration of twenty (20) years from the death of the last survivor of specified individuals[113] - The trust's provisions are subject to the laws of the Commonwealth of Massachusetts, ensuring compliance with local regulations[125] - Amendments to the trust do not invalidate actions taken prior to the effective date of such amendments[125] - Expenses incurred by Trustees or officers in legal actions may be advanced by the association prior to final disposition[116] - The signature of any Trustee or officer may be authorized to be facsimile, along with the association's seal[122] - The trust allows for the distribution of assets in kind, including stocks, bonds, or obligations, as deemed appropriate by the Trustees[120]