ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On January 24, 2022, the Company formally approved the following leadership
changes effective February 10, 2022:
1) Jason A. Field was appointed Vice President, CFO and Treasurer of RGC
Resources and its subsidiaries.
2) Lawrence T. Oliver, the current Vice President, Interim CFO, Corporate
Secretary and Treasurer of RGC Resources and its subsidiaries, was appointed as
Vice President and Secretary of RGC Resources and Vice President, Regulatory
Affairs and Strategy and Secretary of Roanoke Gas Company.
As a result of these new appointments, the Board of Directors approved the base
salaries for 2022 and the Compensation Committee's Performance Incentive Plan
for the fisal year ending September 30, 2022. The cash incentive bonus for each
officer is based 50% on the individual's performance with respect to the
corporate objectives and 50% on a target within a range of earnings results for
fiscal 2022. The potential range of incentive bonuses for each officer is
provided below:
Officer 2022 Salary Metric Type Minimum Target Maximum
Jason A. $ 210,000 Performance Cash $ - $ 52,500 $ 84,000
Field & Earnings
Earnings Equity - 52,500 105,000
Lawrence T. 206,000 Performance Cash - 51,500 82,400
Oliver & Earnings
Earnings Equity - 51,500 92,700
The Performance Incentive Plan for the other named executive officers was
previously approved and reported in the Annual Proxy as filed December 8,
2021.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 24, 2022, the Company held its Annual Meeting of Shareholders to
elect three directors, to ratify the selection of independent auditors and to
hold a non-binding shareholder advisory vote on named executive compensation.
The voting results are provided below.
Shareholders elected the nominees for Class A directors as listed below to serve
a three-year term expiring at the Annual Meeting of Shareholders to be held in
2025:
Director Shares For Shares Withheld Broker Non Votes
Abney S. Boxley, III 4,697,298 248,130 1,676,581
Elizabeth A. McClanahan 4,911,785 33,643 1,676,581
John B. Williamson, III 4,394,665 550,763 1,676,581
Nancy Howell Agee, J. Allen Layman and Jacqueline L. Archer continue to serve as
Class B directors until the Annual Meeting of Shareholders to be held in 2023.
T. Joe Crawford, Maryellen Goodlatte and Paul W. Nester continue to serve as
Class C directors until the Annual Meeting of Shareholders to be held in 2024.
Shareholders approved the selection by the Audit Committee of the Board of
Directors of the firm Brown Edwards & Company, L.L.P. as independent auditors
for the fiscal year ending September 30, 2022, by the following vote:
Shares For Shares Against Shares Abstaining
6,505,580 112,637 3,792
Shareholders approved executive compensation through a non-binding advisory vote
as indicated below:
Shares For Shares Against Shares Abstaining Broker Non Votes
4,084,452 770,981 89,995 1,676,581
ITEM 8.01 OTHER EVENTS.
The Company issued a press release on January 24, 2022, announcing, among other
things, the election of three Directors at its annual meeting of shareholders
held on January 24, 2022 and the appointment of external auditors for the
current fiscal year. At the meeting of the Board of Directors following the
annual meeting of shareholders, the Board of Directors elected John B.
Williamson, III as Chairman of the Board of RGC Resources, Inc. and Paul W.
Nester as President and CEO of RGC Resources, Inc.
The Board of Directors elected the following senior officers of RGC Resources:
Jason A. Field, Vice President, CFO and Treasurer; Lawrence T. Oliver, Vice
President and Secretary; and Robert L. Wells, II, Vice President, Chief
Information Officer, Assistant Secretary and Assistant Treasurer. The Board of
Directors also elected the following senior officers of Roanoke Gas Company:
Paul W. Nester, President and CEO; Jason A. Field, Vice President, CFO and
Treasurer; Lawrence T. Oliver, Vice President, Regulatory Affairs and Strategy
and Secretary; Carl J. Shockley, Jr., Vice President and Chief Operating
Officer; and Robert L. Wells, II, Vice President, Customer Service, Assistant
Secretary and Assistant Treasurer.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference. The information disclosed under this Item, including
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Act of 1934, nor shall they by deemed incorporated by reference in
any filing under the Securities Act of 1933, except as shall be expressly set
forth by specific reference to such filing.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
99.1 Annual Shareholders Meeting Press Release dated January 24, 2022
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