RGCO Seeks Shareholder Approval for Board Changes, Stock Plan Expansion

TL;DR

**RGCO is shaking up its board and boosting its stock bonus pool, signaling a focus on fresh leadership and employee incentives – bullish for long-term stability.**

AI Summary

RGC Resources Inc. (RGCO) is holding its Annual Meeting on January 26, 2026, to address key governance and compensation matters. Shareholders will vote on electing three Class B directors: Jacqueline L. Archer, Frank Russell Ellett, and Robert B. Johnston, following the retirement of Mrs. Nancy Howell Agee and Mr. J. Allen Layman, which will reduce the board size from ten to nine members. The company is also seeking ratification of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending September 30, 2026. A significant proposal includes authorizing an additional 50,000 Common Shares for issuance under the Stock Bonus Plan, which had only 1,766 shares remaining as of September 30, 2025, after awarding 1,452 and 1,567 shares in fiscal 2024 and 2023, respectively. Additionally, shareholders will cast an advisory vote on the compensation of named executive officers for fiscal 2025 and proposed compensation for fiscal 2026, a review conducted annually. The Board of Directors met seven times in fiscal year 2025, with all members attending at least 75% of meetings.

Why It Matters

This DEF 14A filing outlines critical governance decisions for RGC Resources, impacting its strategic direction and executive incentives. The election of new Class B directors, including Frank Russell Ellett, and the reduction in board size from ten to nine, could influence future corporate strategy and oversight. Authorizing an additional 50,000 common shares for the Stock Bonus Plan is crucial for employee retention and performance incentives, directly affecting the company's ability to reward non-officer contributions and maintain a competitive edge in talent acquisition within the utility sector. The advisory vote on executive compensation provides shareholders a voice on how leadership is rewarded, fostering transparency and accountability, which is vital for investor confidence in a regulated utility environment.

Risk Assessment

Risk Level: low — The filing primarily concerns routine governance matters such as director elections, auditor ratification, and a modest increase in the stock bonus plan. The proposed authorization of an additional 50,000 common shares for the Stock Bonus Plan is a relatively small dilution compared to the 10,350,531 common shares outstanding as of November 28, 2025, representing less than a 0.5% increase. There are no indications of significant operational, financial, or regulatory risks.

Analyst Insight

Investors should vote FOR the proposed director nominees and the stock bonus plan expansion, as these actions support stable governance and employee incentives. Pay close attention to the advisory vote on executive compensation, as a strong 'for' vote signals shareholder alignment with current compensation practices, which can be a positive indicator for management stability.

Key Numbers

• 50,000 — Additional Common Shares (Requested for issuance under the Stock Bonus Plan)
• 10,350,531 — Common Shares Outstanding (As of November 28, 2025, the record date)
• 1,766 — Shares Remaining (In the Stock Bonus Plan as of September 30, 2025)
• 1,452 — Shares Awarded (Under Stock Bonus Plan in fiscal 2024)
• 1,567 — Shares Awarded (Under Stock Bonus Plan in fiscal 2023)
• 7 — Board Meetings (Held during the 2025 fiscal year)
• 75% — Meeting Attendance (Minimum attendance for all Board members in fiscal year 2025)
• 9 — Number of Directors (Proposed board size effective with the 2026 Annual Meeting)
• 10 — Current Number of Directors (Prior to the 2026 Annual Meeting)
• 3 — Class B Directors (Nominees for election at the 2026 Annual Meeting)

Key Players & Entities

• RGC Resources, Inc. (company) — Registrant
• RGCO (company) — Ticker
• Deloitte & Touche LLP (company) — Independent registered public accounting firm
• Jacqueline L. Archer (person) — Nominee for Class B Director
• Frank Russell Ellett (person) — Nominee for Class B Director
• Robert B. Johnston (person) — Nominee for Class B Director
• Nancy Howell Agee (person) — Retiring Class B Director
• J. Allen Layman (person) — Retiring Class B Director
• John B. Williamson III (person) — Chairman of the Board
• Paul W. Nester (person) — President, CEO and Director

FAQ

Industry Context

RGC Resources, Inc. operates in the utility sector, primarily serving the Roanoke Valley with natural gas. The industry is characterized by stable demand, significant regulatory oversight, and a need for continuous infrastructure investment. Trends include a focus on energy efficiency, environmental compliance, and adapting to evolving energy sources.

Regulatory Implications

As a regulated utility, RGC Resources is subject to oversight by state and federal agencies, impacting its rates, operations, and capital expenditures. Compliance with environmental regulations and safety standards is paramount. Changes in energy policy or regulatory frameworks could affect the company's profitability and strategic direction.

What Investors Should Do

1. Review director nominees and vote for the election of Jacqueline L. Archer, Frank Russell Ellett, and Robert B. Johnston.
2. Vote to ratify Deloitte & Touche LLP as the independent registered public accounting firm.
3. Vote to authorize an additional 50,000 Common Shares for issuance under the Stock Bonus Plan.
4. Cast an advisory vote on the compensation of named executive officers for fiscal year 2025 and proposed compensation for fiscal year 2026.

Key Dates

• 2026-01-26: Annual Meeting of Shareholders — Shareholders will vote on director elections, ratification of auditors, stock bonus plan, and executive compensation.
• 2025-11-28: Record Date for Annual Meeting — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2025-09-30: Fiscal Year End — Marks the end of the fiscal year for which financial performance is reported and used in compensation decisions.
• 2025-12-08: Mailing of Proxy Materials — Shareholders receive notice and proxy statement for the upcoming Annual Meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including director nominations, executive compensation, and other shareholder proposals. (This document is the primary source of information for shareholders to make informed voting decisions.)

Stock Bonus Plan

A plan that allows a company to award shares of its stock to employees as a form of bonus compensation. (Shareholders are being asked to authorize additional shares for this plan, impacting potential dilution.)

Named Executive Officers (NEOs)

The top executive officers of a company, typically the CEO, CFO, and other key individuals, whose compensation is disclosed in proxy statements. (Shareholders will cast an advisory vote on the compensation of these officers.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Shareholders are asked to ratify the selection of Deloitte & Touche LLP for the upcoming fiscal year.)

Class B Directors

A category of directors on the company's board, with their terms expiring at specific intervals. (Three Class B directors are up for election at the Annual Meeting.)

Plurality of Votes

The election method where the candidates who receive the most votes are elected, even if they do not receive a majority of the votes cast. (This is the voting standard for the election of directors.)

Advisory Vote

A shareholder vote on a proposal that is non-binding, meaning the company is not legally required to follow the outcome of the vote. (Shareholders will cast an advisory vote on executive compensation.)

Broker Non-Vote

Occurs when a broker holding shares for a beneficial owner does not vote those shares on a particular proposal because the owner did not provide instructions and the broker lacks discretionary voting power. (These votes are counted for quorum but not for or against a proposal, potentially impacting outcomes on proposals requiring a majority of votes cast.)

Year-Over-Year Comparison

This filing indicates a transition in the Board of Directors with the retirement of two long-serving members and the nomination of three Class B directors, leading to a reduction in board size from ten to nine. A key proposal is the authorization of 50,000 additional common shares for the Stock Bonus Plan, suggesting a need to replenish the plan's reserves after recent awards. The advisory vote on executive compensation is a recurring item, reflecting ongoing shareholder engagement on pay practices.

Filing Documents

• rgco20251203_def14a.htm (DEF 14A) — 512KB
• card_page1.jpg (GRAPHIC) — 146KB
• card_page2.jpg (GRAPHIC) — 133KB
• pvp.jpg (GRAPHIC) — 35KB
• rgclogo.jpg (GRAPHIC) — 15KB
• sig01.jpg (GRAPHIC) — 2KB
• tsr.jpg (GRAPHIC) — 35KB
• williamssig.jpg (GRAPHIC) — 3KB
• 0001437749-25-037188.txt ( ) — 1914KB
• rgco-20250930.xsd (EX-101.SCH) — 5KB
• rgco-20250930_def.xml (EX-101.DEF) — 2KB
• rgco-20250930_lab.xml (EX-101.LAB) — 3KB
• rgco-20250930_pre.xml (EX-101.PRE) — 2KB
• rgco20251203_def14a_htm.xml (XML) — 87KB

From the Filing

rgco20251203_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 RGC RESOURCES, INC. (Name of registrant as specified in its charter) Not Applicable (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 519 Kimball Avenue, N.E. Roanoke, Virginia 24016 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 2026 December 8, 2025 NOTICE is hereby given that, pursuant to its Bylaws and call of its Directors, the Annual Meeting of the Shareholders of RGC Resources, Inc. will be held on Monday, January 26, 2026, at 11:30 a.m. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/RGCO2026 for the purposes of: 1. Electing three Class B directors. 2. Ratifying the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. 3. Authorizing an additional 50,000 Common Shares of the Company for issuance under the Stock Bonus Plan. 4. Approving, on an advisory basis, the compensation of our named executive officers. 5. Acting on such other business as may properly come before the Annual Meeting. Your attention is directed to the Proxy Statement accompanying this Notice for a more complete description regarding matters proposed to be acted upon at the meeting. Only those shareholders of record as of the close of business on November 28, 2025 shall be entitled to vote. If you plan to attend the virtual Annual Meeting, please use the unique identification code provided in your meeting notice materials. This code will allow you to register as a shareholder on our meeting site, access meeting materials, ask questions and vote your shares if you have not previously voted. YOU MAY VOTE YOUR SHARES AT THE MEETING OR BY THE INTERNET, BY TELEPHONE OR BY PROMPTLY MARKING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD . Sincerely, John B. Williamson III Chairman Important Notice Regarding the Availability of Proxy Materials. This Notice for the Annual Meeting of Shareholders, the attached Proxy Statement and our 2025 Annual Report on Form 10-K are available at www.rgcresources.com/corporate-governance/ . PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 26, 2026 This Proxy Statement is furnished in connection with the solicitation of proxies to be used at the Annual Meeting of Shareholders of RGC Resources, Inc. ("we", "Resources" or the "Company"). The Annual Meeting will be held virtually on Monday, January 26, 2026, at 11:30 a.m. at the following URL: www.virtualshareholdermeeting.com/RGCO2026 (the "Annual Meeting"). Record Date and Voting Securities Notice of the Company's Annual Meeting, this Proxy Statement and the enclosed form of proxy were mailed on or about December 8, 2025 to all shareholders of record. Only shareholders of record at the close of business on November 28, 2025, the record date, are entitled to vote at the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting will be open to examination by any shareholder, for any purpose relevant to the meeting, during ordinary business hours at the Company's offices at 519 Kimball Avenue, N.E., Roanoke, Virginia 24016 and online during the Annual Meeting. As of the record date, 10,350,531 common shares were issued and outstanding. Each common share is entitled to one vote. A majority of the common shares outstanding entitled to vote on the record date, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Proxies in the form enclosed herewith are solicited by management at the direction of the Company's Board of Directors (the "Board"). Voting Procedures Shareholders of record may vote virtually at the Annual Meeting, online at www.proxyvote.com, by mailing the proxy card or by telephone by calling (800) 690-6903. Votes cast during the Annual Meeting will be verified by an Inspector of Elections, appointed by the Company. All proxy materials are available on the Company's website at www.rgcresources.com or at the virtual meeting site. If you plan to attend the Annual Meeting, you will be required to register with your unique identification code provided in your meeting notification. If your

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