RGC RESOURCES, INC. (NASDAQ:RGCO) Files An 8-K Results of Operations and Financial Condition
Item 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 4, 2019, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2018. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
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Item 2.02 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On February 4, 2019, 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 2022:
|
Director |
Shares For |
Shares Withheld |
Broker Non Votes |
|
Abney S. Boxley, III |
4,147,332 |
133,783 |
2,378,731 |
|
S. Frank Smith |
4,140,102 |
141,013 |
2,378,731 |
|
John B. Williamson, III |
2,920,780 |
1,360,335 |
2,378,731 |
Nancy Howell Agee, J. Allen Layman and Raymond D. Smoot, Jr. continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2020. T. Joe Crawford, John S. D’Orazio and Maryellen F. Goodlatte continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2021.
Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, LLP as independent auditors for the fiscal year ending September 30, 2019, by the following vote:
|
Shares For |
Shares Against |
Shares Abstaining |
|
6,576,921 |
50,469 |
32,456 |
Shareholders approved executive compensation through a non-binding advisory vote as indicated below:
|
Shares For |
Shares Against |
Shares Abstaining |
Broker Non Votes |
|
4,077,671 |
86,686 |
116,758 |
2,378,731 |
The Company issued a press release on February 4, 2019, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 4, 2019 and the appointment of external auditors for the current 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 John S. D’Orazio as President and CEO of RGC Resources, Inc.
The Board of Directors elected the following senior officers of RGC Resources: Paul W. Nester, Vice President, CFO, Secretary and Treasurer and Robert L. Wells, II, Vice President and Chief Information Officer. The Board of Directors also elected the following senior officers of Roanoke Gas Company: Paul W. Nester, President; Carl J. Shockley, Vice President and Chief Operating Officer; and Robert L. Wells, II, Vice President, Customer Service.
A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information disclosed under this Item and Item 2.02, including Exhibits 99.1 and 99.2, 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.
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Item 2.02. |
FINANCIAL STATEMENT AND EXHIBITS. |
RGC RESOURCES INC Exhibit
EX-99.1 2 exhibit991q12019.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NEWS RELEASERGC RESOURCES,…
To view the full exhibit click here
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.