NATIONAL FUEL GAS COMPANY (NYSE:NFG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December20, 2017, the Compensation Committee adopted specific written performance goals for fiscal year 2018 under the 2012 Annual At Risk Compensation Incentive Plan (“AARCIP”) for named executive officers R. J. Tanski, D. P. Bauer, C. M. Carlotti, J.P. McGinnis and J. R. Pustulka. These executives will earn cash compensation in fiscal 2018 under the AARCIP depending upon their performance relative to their goals. Compensation amounts to these arrangements can range up to 200% of fiscal-year salary for Mr.Tanski, up to 140% of fiscal-year salary for Mr.Bauer, up to 140% of fiscal-year salary for Mr.Carlotti, up to 170% of fiscal-year salary for Mr.McGinnis, and up to 200% of fiscal-year salary for Mr.Pustulka. Target compensation is 110% of fiscal-year salary for Mr.Tanski, 70% of fiscal-year salary for Mr.Bauer, 70% of fiscal-year salary for Mr.Carlotti, 85% of fiscal-year salary for Mr.McGinnis, and 50% of fiscal-year salary for Mr.Pustulka. The Compensation Committee may approve other compensation or awards at its discretion.

The goals for Mr.Tanski relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 20% of the formula), EBITDA of the Company’s exploration and production subsidiary (weighted as 20% of the formula), finding and development costs (weighted as 15% of the formula), safety (weighted as 10% of the formula), and health, safety and environmental (weighted as 10% of the formula).

The goals for Mr.Bauer relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 25% of the formula), EBITDA of the Company’s exploration and production subsidiary (weighted as 15% of the formula), finding and development costs (weighted as 15% of the formula), safety (weighted as 10% of the formula), and health, safety and environmental (weighted as 10% of the formula).

The goals for Mr.Carlotti relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 25% of the formula), operational safety measures and leak reduction (weighted as 20% of the formula), safety (weighted as 10% of the formula), health, safety and environmental (weighted as 10% of the formula), and customer service (weighted as 10% of the formula).

The goals for Mr.McGinnis relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s exploration and production subsidiary (weighted as 25% of the formula), finding and development costs (weighted as 20% of the formula), health, safety and environmental (weighted as 10% of the formula), lease operating expense (weighted as 10% of the formula), and general and administrative expense of the Company’s exploration and production subsidiary (weighted as 10% of the formula).

The goals for Mr.Pustulka relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 25% of the formula), EBITDA of the Company’s exploration and production subsidiary (weighted as 20% of the formula), safety (weighted as 10% of the formula), health, safety and environmental (weighted as 10% of the formula), and operational safety measures and leak reduction (weighted as 10% of the formula).

For purposes of the goals, EBITDA is defined in general as operating income plus depreciation, depletion and amortization, and any period-end impairment charges. For each named executive officer, the performance level achieved on each earnings goal will be averaged with the performance level achieved on the prior year’s corresponding earnings goal.

About NATIONAL FUEL GAS COMPANY (NYSE:NFG)

National Fuel Gas Company is a holding company. The Company is an energy company engaged principally in the production, gathering, transportation, distribution and marketing of natural gas. The Company operates in five business segments: Exploration and Production, Pipeline and Storage, Gathering, Utility, and Energy Marketing. The Company operates an integrated business, with assets centered in western New York and Pennsylvania, and the production and transportation of natural gas from the Marcellus Shale basin. The Company also develops and produces oil reserves, primarily in California. The Company’s Exploration and Production segment operations are carried out by Seneca Resources Corporation (Seneca), a Pennsylvania corporation. The Company’s National Fuel Gas Supply Corporation (Supply Corporation), a Pennsylvania corporation, and Empire Pipeline, Inc. (Empire), a New York corporation, carry out the Company’s Pipeline and Storage segment operations.