DEF 14A: Hannon Armstrong Seeks Stockholder Approval for Delaware Reincorporation

Hannon Armstrong is asking stockholders to approve a conversion from a Maryland corporation to a Delaware corporation named HA Sustainable Infrastructure Capital, Inc.

Summary

• Hannon Armstrong is seeking stockholder approval to reincorporate from Maryland to Delaware under the name HA Sustainable Infrastructure Capital, Inc.
• The reincorporation aims to leverage the predictability, flexibility, and responsiveness of Delaware corporate law.
• The proposal includes replacing the existing Maryland charter and bylaws with new Delaware organizational documents.
• Each outstanding share of Hannon Armstrong's common stock will automatically convert into one share of the Delaware corporation's common stock.
• The company's equity incentive plans will continue under the Delaware corporation.
• The board of directors believes the reincorporation will enhance the company's ability to attract and retain directors and officers.
• The Delaware certificate of incorporation includes provisions intended to reduce the risk of an ownership change under Section 382 of the Code.
• The company's Tax Benefits Preservation Plan will be terminated upon reincorporation.
• The board of directors recommends a vote FOR the reincorporation.

Sentiment

Score: 7

Explanation: The document is neutral in tone, presenting the facts of the proposed reincorporation. The potential benefits are highlighted, but the risks are also acknowledged, resulting in a moderately positive sentiment.

Positives

• Delaware corporate law is considered more predictable, flexible, and responsive to corporate needs.
• Delaware has a specialized Chancery Court with expertise in corporate law.
• The reincorporation may enhance the company's ability to attract and retain directors and officers.
• The Delaware certificate of incorporation includes provisions to protect the company's tax benefits.

Risks

• There is no guarantee that the reincorporation will result in the anticipated benefits.
• The reincorporation could potentially make the company more vulnerable to unsolicited takeover attempts.

Future Outlook

The company intends to consummate the reincorporation as soon as practicable if stockholders approve the proposal.

Management Comments

• Our board of directors and management believe that it is important for us to be able to draw upon well-established principles of corporate governance in making legal and business decisions.
• We believe that our stockholders will benefit from the predictability of Delaware corporate law and the responsiveness of the Delaware judiciary to their needs and to the needs of the corporation they own.

Industry Context

Delaware is a preferred domicile for many major American corporations due to its well-developed corporate law and administrative practices.

Comparison to Industry Standards

• While most publicly held real estate investment trusts are formed under Maryland law, Delaware has become a preferred domicile for many major American corporations.
• Delaware case law provides a well-developed body of law defining the duties and decision-making processes expected of boards of directors in evaluating potential or proposed extraordinary corporate transactions.

Corporate Governance

Stakeholder Impact

• Stockholders will have their shares automatically converted to shares in the Delaware corporation.
• Stockholders may benefit from the predictability and responsiveness of Delaware corporate law.
• The reincorporation may enhance the company's ability to attract and retain directors and officers, potentially benefiting all stakeholders.

Next Steps

• Stockholder vote on the reincorporation proposal at the Annual Meeting.
• Filing of articles of conversion with Maryland and Delaware if approved.
• Implementation of new Delaware organizational documents.

Key Dates

Keywords

reincorporation, Delaware, corporate governance, stockholder approval, HA Sustainable Infrastructure Capital, tax benefits, Section 382, certificate of incorporation, bylaws, directors, officers