Gas Natural Inc. (NASDAQ:EGAS) Files An 8-K Submission of Matters to a Vote of Security Holders

Gas Natural Inc. (NASDAQ:EGAS) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07

Submission of Matters to a Vote of Security
Holders.

On December28, 2016, Gas Natural Inc. (the Company) held a
special meeting of shareholders (the Special Meeting), at 11:00
a.m. at Fairfield Inn Suites, located at 628 CC Camp Road / 268
Bypass, Elkin, North Carolina 28621, to submit to a vote the
shareholder proposals described in the definitive proxy statement
filed with the Securities and Exchange Commission on November23,
2016 in connection with the previously announced Agreement and
Plan of Merger (the Merger Agreement), by and among the Company,
FR Bison Holdings, Inc. and FR Bison Merger Sub, Inc. (Merger
Sub), to which Merger Sub will merge with and into the Company
(the Merger), on the terms and subject to the conditions set
forth in the Merger Agreement.

The proposal to approve the Merger and the other transactions
contemplated by the Merger Agreement required the affirmative
vote of the holders of a majority of the outstanding shares of
the Companys common stock entitled to vote on the proposal. There
were 10,519,728 shares of the Companys common stock issued and
outstanding and entitled to vote at the Special Meeting, of which
7,682,992 shares of the Companys common stock, representing
approximately 73.03% of the total common stock issued and
outstanding and entitled to vote, were represented, in person or
by proxy at the Special Meeting, constituting a quorum on all
proposals voted upon.

At the Special Meeting, the Companys shareholders voted on and
approved all of the Companys proposals. The results of each
shareholder vote taken at the Special Meeting, by proposal, were
as follows:

Proposal 1: The shareholders approved the Merger
and the other transactions contemplated by the Merger Agreement.

NumberofVotes

For

7,542,756

Against

72,623

Abstain

67,612

Broker Non-Votes

Proposal 2: The shareholders approved, by a
non-binding, advisory vote, the Merger related compensation that
may be paid by the Company to its named executive officers.

NumberofVotes

For

6,559,147

Against

990,780

Abstain

133,065

Broker Non-Votes

Proposal 3: The shareholders approved an
adjournment of the special meeting to a later date or time, if
necessary or appropriate, including for the purpose of soliciting
additional votes in favor of the proposal to approve the Merger,
and the other transactions contemplated by the Merger Agreement.

NumberofVotes

For

7,362,994

Against

222,259

Abstain

97,738

Broker Non-Votes

Item8.01. Other Events.

On December28, 2016, the Company issued a press release
announcing the results of the Special Meeting. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

99.1 Press Release, dated December28, 2016

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