RGC RESOURCES, INC. (NASDAQ:RGCO) Files An 8-K Results of Operations and Financial Condition
ITEM 2.02
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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“Company”) issued a press release announcing the results for the
first quarter ending December 31, 2016. A copy of this press
release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.
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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. |
Executive Officers
bonuses in respect of 2016 and annual base salaries in effect
beginning February 1, 2017 for the executive officers.
executive officers are set forth below:
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Officer
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Title
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Bonus
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Salary
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||||
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John S. D’Orazio
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President and CEO
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$
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159,400
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$
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400,000
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Paul W. Nester
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Vice President, Secretary, Treasurer and CFO
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66,000
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225,000
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||||
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Robert L. Wells, II
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Vice President, Information Technology
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49,000
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178,000
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Carl J. Shockley, Jr.
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Vice President, Operations – Roanoke Gas Company
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48,000
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186,000
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Shareholders to elect three directors, to ratify the selection of
independent auditors, approve the Restricted Stock Plan,
including the reservation of 300,000 common shares for issuance
under the plan, to hold a non-binding shareholder advisory vote
on named executive compensation and to vote on the frequency for
voting on the non-binding shareholder advisory vote. The voting
results are provided below.
below to serve a three-year term expiring at the Annual Meeting
of Shareholders to be held in 2020:
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Director
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Shares For
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Shares Withheld
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Broker Non Votes
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|||
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Nancy Howell Agee
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2,205,623
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18,553
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1,743,037
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J. Allen Layman
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2,199,711
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24,465
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1,743,037
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|||
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Raymond D. Smoot, Jr.
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2,204,874
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19,302
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1,743,037
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continue to serve as Class C directors until the Annual Meeting
of Shareholders to be held in 2018. Abney S. Boxley, III, S.
Frank Smith and John B. Williamson, III continue to serve as
Class A directors until the Annual Meeting of Shareholders to be
held in 2019.
Board of Directors of the firm Brown Edwards Company, LLP as
independent auditors for the fiscal year ending September 30,
2017, by the following vote:
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Shares For
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Shares Against
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Shares Abstaining
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|||
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3,958,268
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2,934
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6,011
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reservation of 300,000 Common Shares of the Company for issuance
under the Restricted Stock Plan as indicated below:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non Votes
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||||
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2,103,013
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93,405
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27,758
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1,743,037
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non-binding advisory vote as indicated below:
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Shares For
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Shares Against
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Shares Abstaining
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Broker Non Votes
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2,126,141
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60,690
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37,345
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1,743,037
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non-binding vote on executive compensation is provided below:
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Shares Voted For
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||||||||
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1 Year
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2 Year
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3 Year
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Abstain
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2,101,549
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36,150
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38,492
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47,985
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ITEM 8.01
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OTHER EVENTS.
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announcing, among other things, the election of three Directors
at its annual meeting of shareholders held on February 6, 2017,
the appointment of external auditors for the current year and the
approval of the RGC Resources, Inc. Restricted Stock Plan. At a
meeting of the Board of Directors following the annual meeting of
shareholders, the Board of Directors elected John B. Williamson,
III as Chairman of RGC Resources, Inc. and John S. D’Orazio as
President and CEO of RGC Resources, Inc.
officers: Paul W. Nester, Vice President, Secretary, Treasurer
and CFO; Robert L. Wells, II, Vice President, Information
Technology; and Carl J. Shockley, Vice President of Operations,
Roanoke Gas Company.
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 9.01.
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FINANCIAL STATEMENT AND EXHIBITS.
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99.1
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Press Release dated February 6, 2017.
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99.2
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Press Release dated February 6, 2017.
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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 down -0.72 at 27.28 with 2,821 shares trading hands.
