Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 15, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Liberty Energy Inc. (the “Company”), the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter” and, as so amended as described herein and in the Proxy Statement (as defined below), the “Amended and Restated Charter”). The amendments approved are generally described under the description of Proposals 5, 6, 7, and 9 in Item 5.07 of this Current Report on Form 8-K and disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 6, 2025 (the “Proxy Statement”). Effective April 15, 2025, the Company filed the Amended and Restated Charter with the Delaware Secretary of State.
Effective April 15, 2025, the Board of Directors (the “Board”) of the Company approved the amendment and restatement of the Company’s Second Amended and Restated Bylaws (the “Bylaws” and, as so amended as described herein, the “Amended and Restated Bylaws”) to conform the Bylaws to the amendments approved by the Company’s stockholders to the Charter.
The foregoing descriptions of the Amended and Restated Charter and the Amended and Restated Bylaws are qualified by reference to the full text of such documents, copies of which are filed herewith as Exhibits 3.1 and 3.3, respectively. Marked copies of the Amended and Restated Charter and the Amended and Restated Bylaws showing the amendments effective as of April 15, 2025 are filed herewith as Exhibits 3.2 and 3.4, respectively.
