RGC Resources Reports Material Agreement, Officer Changes, Shareholder Vote

TL;DR

**RGC Resources just dropped an 8-K detailing new agreements, exec changes, and a shareholder vote.**

AI Summary

RGC Resources, Inc. filed an 8-K on February 2, 2024, reporting events from January 29, 2024. The filing indicates an entry into a material definitive agreement, changes in directors or officers, and compensatory arrangements for officers. It also mentions the submission of matters to a vote of security holders. This matters to investors because significant agreements, executive changes, and shareholder votes can impact the company's strategic direction, financial performance, and overall stability, potentially affecting stock value.

Why It Matters

Changes in executive leadership and material agreements can signal shifts in company strategy or operations, directly influencing future profitability and investor confidence.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like material agreements and officer changes, which introduce both opportunities and risks that require further investigation.

Analyst Insight

Investors should investigate the specifics of the 'Material Definitive Agreement' and the 'Departure of Directors or Certain Officers' mentioned in the filing, as these details are crucial for understanding potential impacts on the company's future performance and governance.

Key Numbers

• 000-26591 — Commission File Number (identifies the company's filings with the SEC)
• 54-1909697 — IRS Employer Identification No. (unique tax identification number for the company)
• $5 Par Value — Common Stock Par Value (stated value of each share of common stock)

Key Players & Entities

• RGC RESOURCES INC (company) — the registrant filing the 8-K
• January 29, 2024 (date) — date of the earliest event reported in the 8-K
• February 2, 2024 (date) — date the 8-K was filed
• Virginia (company) — state of incorporation for RGC RESOURCES, INC.
• 540-777-4427 (person) — registrant's telephone number
• RGCO (company) — trading symbol for RGC Resources, Inc. Common Stock
• NASDAQ Global Market (company) — exchange where RGC Resources, Inc. Common Stock is registered

FAQ

Key Financial Figures

• $5 — ge on Which Registered Common Stock , $5 Par Value RGCO NASDAQ Global Market
• $250,000 — ey's annual base salary has been set at $250,000. His target bonus, split equally betwee
• $19.18 — Plan on February 1, 2024 at a price of $19.18 per share that vests ratably over a thr

Filing Documents

• rgco20240130c_8k.htm (8-K) — 44KB
• ex_621986.htm (EX-10.1) — 41KB
• ex_620852.htm (EX-99.1) — 6KB
• 0001437749-24-002959.txt ( ) — 237KB
• rgco-20240129.xsd (EX-101.SCH) — 3KB
• rgco-20240129_def.xml (EX-101.DEF) — 11KB
• rgco-20240129_lab.xml (EX-101.LAB) — 15KB
• rgco-20240129_pre.xml (EX-101.PRE) — 11KB
• rgco20240130c_8k_htm.xml (XML) — 3KB

01

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The information required by this Item 1.01 is set forth in Item 5.02 below in respect of Timothy J. Mulvaney's Change in Control Agreement, which is incorporated herein by reference.

02

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On January 29, 2024, RGC Resources, Inc. ("Resources" or the "Company") appointed Timothy J. Mulvaney, the current Interim Chief Financial Officer and Treasurer, as Vice President, Treasurer and Chief Financial Officer of Resources, effective February 1, 2024. Mr. Mulvaney has served as interim Chief Financial Officer and Treasurer of Resources since September 6, 2023. There is no arrangement or understanding between Mr. Mulvaney and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Mulvaney and any of the Company's other directors or executive officers. Additional information about Mr. Mulvaney is provided below: Mr. Mulvaney, 55 years old, previously served for more than five years as Senior Vice President, Chief Accounting Officer for LL Flooring Holdings, Inc. ("LL Flooring"), a flooring retailer, where he was responsible for the Company's accounting records, external financial reporting and treasury functions. Mr. Mulvaney also served as the Interim Chief Financial Officer for LL Flooring in 2019. Prior to LL Flooring, Mr. Mulvaney was the Chief Accounting Officer and Controller at Media General, Inc., a multimedia company. He was with Media General for more than 20 years. He began his career in public accounting with Ernst and Young. Mr. Mulvaney is a licensed CPA in the Commonwealth of Virginia. Mr. Mulvaney's annual base salary has been set at $250,000. His target bonus, split equally between cash and equity, has been set at 60% of this base salary. Mr. Mulvaney was also awarded 3,000 shares under the Restricted Stock Plan on February 1, 2024 at a price of $19.18 per share that vests ratably over a three-year period. He is eligible to participate in other employee benefits and programs based on the availability of those pr

07

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On January 29, 2024, the Company held its Annual Meeting of Shareholders to elect three directors 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 C directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2027: Director Shares For Shares Withheld T. Joe Crawford 6,212,707 478,955 Maryellen F. Goodlatte 5,565,774 1,125,888 Paul W. Nester 6,640,100 51,562 Abney S. Boxley, III, Elizabeth A. McClanahan and John B. Williamson, III continue to serve as Class A directors until the Annual Meeting of Shareholders to be held in 2025. 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. Shareholders approved executive compensation through a non-binding advisory vote as indicated below: Shares For Shares Against Shares Abstaining 6,497,252 147,072 47,338

01

ITEM 8.01 OTHER EVENTS. The Company issued a press release on January 29, 2024, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on January 29, 2024. 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 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, CFO and Treasurer, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, and C. Brooke Miles, Vice President, Human Resources. 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, 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. 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.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Change in Control Agreement between RGC Resources, Inc. and Mr. Timothy J. Mulvaney effective February 1, 2024. 99.1 Annual Shareholders Meeting Press Release dated January 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: February 2, 2024 By: /s/ Timothy J. Mulvaney Timothy J. Mulvaney Vice President, Treasurer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR