Form 8-K - Current report

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): January 27, 2025

 

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

 

Virginia	000-26591	54-1909697
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

 

 

519 Kimball Ave., N.E. Roanoke, Virginia	24016
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: 540-777-4427

 

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $5 Par Value	RGCO	NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.

 

Emerging growth company             ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

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ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On January 27, 2025, 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 2028:

 

Director	Shares For	Shares Withheld
Abney S. Boxley III	5,909,398	548,702
Elizabeth A. McClanahan	5,596,052	862,048
John B. Williamson III	6,298,454	159,646

 

Nancy Howell Agee, Jacqueline L. Archer, Robert B. Johnston and J. Allen Layman continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2026.  T. Joe Crawford, Maryellen Goodlatte and Paul W. Nester continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2027.

 

Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Deloitte & Touche LLP as independent auditors for the fiscal year ending September 30, 2025, by the following vote:

 

Shares For	Shares Against	Shares Abstaining
7,877,922	23,632	25,764

 

Shareholders approved executive compensation through a non-binding advisory vote as indicated below:

 

Shares For	Shares Against	Shares Abstaining
6,282,641	125,826	49,633

 

ITEM 8.01

OTHER EVENTS.

 

The Company issued a press release on January 27, 2025, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on January 27, 2025. 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. ("Resources") and Paul W. Nester as President and CEO of Resources.

 

The Board of Directors also elected the following senior officers of Resources: Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.  In addition, the Board of Directors elected the following senior officers of Roanoke Gas Company: Paul W. Nester, President and CEO, Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, C. Jim Shockley, Jr., Vice President and Chief Operating Officer, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.

 

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information disclosed under this Item, including Exhibit 99.1, 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.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.
99.1	Annual Shareholders Meeting Press Release dated January 27, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

	RGC RESOURCES, INC.
Date: January 30, 2025	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

NEWS RELEASE

 

 

RGC RESOURCES, INC.

 

Release Date:	January 27, 2025
Contact:	Paul W. Nester
	President and CEO
Telephone:	540-777-3837

 

RGC RESOURCES HOLDS

ANNUAL SHAREHOLDERS MEETING

 

ROANOKE, Va. (January 27, 2025)--RGC Resources, Inc. (NASDAQ: RGCO) announced the election of Directors at its shareholders meeting held on January 27, 2025.  Shareholders elected Abney S. Boxley III, Elizabeth A. McClanahan and John B. Williamson III for three-year terms.

 

At a meeting of the Board of Directors, following the annual shareholders meeting, John B. Williamson III was elected Chairman of the Board and Paul W. Nester was elected President and CEO of RGC Resources, Inc.  The following RGC Resources senior officers were also elected:   Timothy J. Mulvaney, Vice President, CFO and Treasurer, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, and C. Brooke Miles, Vice President, Human Resources and Community Engagement. In addition, Roanoke Gas Company, the largest subsidiary of RGC Resources, elected the following senior officers:  Paul W. Nester, President and CEO, Timothy J. Mulvaney, Vice President, CFO and Treasurer, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, C. Jim Shockley, Jr., Vice President and Chief Operating Officer, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.

 

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries including Roanoke Gas Company and RGC Midstream, LLC.

 

From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.  Past performance is not necessarily a predictor of future results.

 

 

Document And Entity Information	Jan. 27, 2025
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Jan. 27, 2025
Entity, Incorporation, State or Country Code	VA
Entity, File Number	000-26591
Entity, Tax Identification Number	54-1909697
Entity, Address, Address Line One	519 Kimball Ave., N.E.
Entity, Address, City or Town	Roanoke
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	24016
City Area Code	540
Local Phone Number	777-4427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $5 Par Value
Trading Symbol	RGCO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069533

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