RGC RESOURCES, INC. (NASDAQ:RGCO) 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
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Company) adopted the RGC Resources, Inc. Restricted Stock Plan (the
Restricted Stock Plan) and the reservation of 300,000 shares of the
Company’s common stock to be issuable as awards under the
Restricted Stock Plan.
to the Company’s key employees and be the successor to the
Company’s (i) Key Employee Stock Option Plan and (ii) Stock Bonus
Plan. The Key Employee Stock Option Plan, however, will continue in
force in respect of previously granted options with 24,000 options
available for issue.
the Restricted Stock Plan with its Board of Directors also having
authority to exercise any and all powers of the Compensation
Committee. The Compensation Committee shall grant awards of
restricted stock at such times and in such amounts and with such
restrictions as it determines in its discretion. Eligible employees
under the Restricted Stock Plan will be those officers or
management employees designated by the Compensation Committee in
its discretion.
awards under the Restricted Stock Plan. Any canceled or forfeited
shares of an award would be available for reissuance. This number
is subject to adjustment by the Compensation Committee in the event
of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering or
any other change in the Company’s corporate structure.
with the recipient. The agreement shall set forth the “Vesting
Period” and “Restriction Period” for the award and any other
conditions or restrictions that the Compensation Committee deems
advisable, including requirements established to the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, the
Internal Revenue Code and any securities trading system or stock
exchange upon which such restricted shares are listed.
forfeiture until certain dates, at which time such shares or a
portion of such shares shall begin to “vest” over time and no
longer be subject to a substantial risk of forfeiture. The default
Vesting Period for an award shall be three years with one-third of
the shares vesting on the first, second and third anniversaries of
the effective date of the award, respectively, unless the
Compensation Committee establishes otherwise. If a recipient
resigns or is otherwise terminated from employment with the Company
prior to the end of the Vesting Period, he or she would forfeit all
interest to his or her unvested shares of restricted stock granted
in an award. Unless otherwise established in an award agreement by
the Compensation Committee, in the event of a recipient’s death,
disability or normal retirement (as considered under the Company’s
defined benefit pension plan), all of the awarded shares shall vest
and no longer be subject to a substantial risk of forfeiture.
Likewise, all awarded shares shall vest in the event of a change in
control, as defined in the recipient’s agreement with the Company
that relates to recipient’s compensation and benefits upon the
occurrence of a change in ownership of the Company or similar
event.
during which the recipient may not transfer, sell, pledge, assign,
or otherwise alienate or hypothecate shares of restricted stock,
and all cash dividends on such shares must be re-invested in the
Company’s common stock (with the same restrictions as the award).
Unless the Compensation Committee otherwise determines, the
Restricted Period shall apply so long as shares of restricted stock
are unvested and thereafter apply to 75% of such vested shares
unless the recipient satisfies the following minimum levels of
ownership of the Company’s common stock:
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President, CEO
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300% of annual base salary
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CFO, COO
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200% of annual base salary
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Vice President
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150% of annual base salary
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when and how such minimum levels are measured. Once a recipient
satisfies the minimum level of ownership or once a recipient is no
longer employed by the Company, the Restricted Period will no
longer be applicable to vested shares. A change in control will not
affect the Restricted Period.
foregoing description of the Restricted Stock Plan is qualified
in its entirety by reference to the full text of the plan.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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10.1
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RGC Resources, Inc. Restricted Stock Plan
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About RGC RESOURCES, INC. (NASDAQ:RGCO)
RGC Resources, Inc. (Resources) is an energy services company. The Company is engaged in the regulated sale and distribution of natural gas to residential, commercial and industrial customers in Roanoke, Virginia, and the surrounding localities, through its Roanoke Gas Company (Roanoke Gas) subsidiary. Roanoke Gas also provides certain non-regulated services. It maintains an integrated natural gas distribution system to deliver natural gas purchased from suppliers to residential, commercial and industrial users in its service territory. As of September 30, 2016, Resources had approximately 1,132 miles of transmission and distribution pipeline. As of September 30, 2016, Roanoke Gas owned and operated eight metering stations. It also owns a liquefied natural gas storage facility located in Botetourt County that has the capacity to store up to 220,000 dekatherm (DTH) of natural gas. The Company’s subsidiaries also include Diversified Energy Company and RGC Midstream, LLC. RGC RESOURCES, INC. (NASDAQ:RGCO) Recent Trading Information
RGC RESOURCES, INC. (NASDAQ:RGCO) closed its last trading session up +0.37 at 27.52 with 2,314 shares trading hands.