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): March 11, 2021
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 1-3880 | 13-1086010 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6363 Main Street, Williamsville, New York | 14221 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
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 (see General Instruction A.2. below):
| ☐ |
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, par value $1.00 per share | NFG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 3.03 |
Material Modification to Rights of Security Holders. |
On March 16, 2021, National Fuel Gas Company (the “Company”) filed with the Treasurer of the State of New Jersey a Certificate of Amendment (the “Certificate of Amendment”) to amend its Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”). The Company’s stockholders approved the amendment of the Restated Certificate of Incorporation at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The amendment modifies the rights of holders of the Company’s common stock, par value $1.00 per share.
The amendment modifies Article SIXTH of the Restated Certificate of Incorporation to provide for the declassification of the Company’s Board of Directors over the next three years. Beginning at the Company’s 2022 annual meeting of stockholders, directors standing for election will be elected to one-year terms rather than three-year terms. By the 2024 annual meeting of stockholders, the Board of Directors will be completely declassified and all directors will stand for election annually.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which has been filed as Exhibit 3.1 hereto and is expressly incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on March 11, 2021. At the Annual Meeting, the stockholders elected David H. Anderson, David P. Bauer, Barbara M. Baumann and Rebecca Ranich as directors for three-year terms. The stockholders also approved named executive officer compensation in a non-binding advisory vote, approved the amendment of the Restated Certificate of Incorporation to declassify the Board of Directors and ratified the appointment of an independent registered public accounting firm for fiscal 2021.
The vote with respect to Mr. Anderson was as follows: For, 73,372,756 (99.1% of the votes cast); Withheld, 700,749; Broker Non-Votes, 8,915,344. The vote with respect to Mr. Bauer was as follows: For, 73,554,501 (99.3% of the votes cast); Withheld, 519,004; Broker Non-Votes, 8,915,344. The vote with respect to Ms. Baumann was as follows: For, 73,544,737 (99.3% of the votes cast); Withheld, 528,768; Broker Non-Votes, 8,915,344. The vote with respect to Ms. Ranich was as follows: For, 68,555,572 (92.6% of the votes cast); Withheld, 5,517,933; Broker Non-Votes, 8,915,344.
The advisory vote with respect to approval of named executive officer compensation was as follows: For, 71,145,042 (96.82% of the votes cast); Against, 2,334,805; Abstain, 593,658; Broker Non-Votes, 8,915,344.
The vote with respect to approval of the amendment of the Restated Certificate of Incorporation to declassify the Board of Directors was as follows: For, 72,768,750 (98.9% of the votes cast); Against, 841,438; Abstain, 463,317; Broker Non-Votes, 8,915,344.
The vote with respect to ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2021was as follows: For, 81,640,189 (98.7% of the votes cast); Against, 1,101,342; Abstain, 247,318; Broker Non-Votes, 0.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 3.1 | Certificate of Amendment of Restated Certificate of Incorporation, as amended, of National Fuel Gas Company | |||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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.
| NATIONAL FUEL GAS COMPANY | ||
| By: |
/s/ Sarah J. Mugel |
|
| Sarah J. Mugel | ||
| General Counsel & Secretary | ||
Dated: March 16, 2021
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
NATIONAL FUEL GAS COMPANY
Dated: March 15, 2021
The undersigned corporation, National Fuel Gas Company, having adopted an amendment to its Restated Certificate of Incorporation, as amended, pursuant to N.J.S. 14A:9-2(4), hereby certifies as follows:
1. Name. The name of the corporation is NATIONAL FUEL GAS COMPANY (the “Corporation”).
2. Amendment. The Restated Certificate of Incorporation, as amended, of the Corporation is amended by amending and restating Article SIXTH, Board of Directors, to read in its entirety as follows:
The business and affairs of this corporation shall be managed under the direction of a Board of Directors. The number of directors (exclusive of directors, if any, to be elected by the holders of shares of Preferred Stock, voting separately from the Common Stock as provided in any amendment creating any series of Preferred Stock) shall be not less than seven nor more than 11, the exact number of directors to be determined from time to time by a resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
The directors of this corporation elected prior to the 2024 annual meeting of stockholders shall be divided into three classes, designated Class I, Class II and Class III, respectively. Each such class shall be as nearly equal in number as may be possible. Except as otherwise provided in this Article SIXTH, directors of each such class shall hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their respective successors shall be elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removal from office. Until the classification of the board and its directors terminates at the 2024 annual meeting of stockholders, stockholders shall continue to be entitled to remove directors solely for cause. Notwithstanding the foregoing, the directors elected at each annual meeting of stockholders, commencing with the annual meeting in 2022, shall hold office for a term expiring at the next annual meeting of stockholders and until their respective successors shall be elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removal from office.
If the number of directors is changed by resolution of the Board of Directors pursuant to this Article SIXTH, any increase or decrease shall be apportioned by the Board of Directors among the classes, if applicable, so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director.
Any newly-created directorship resulting from an increase in the number of directors by resolution of the Board of Directors pursuant to this Article SIXTH may be filled by a majority of the directors then in office. Any vacancy on the Board of Directors occurring for any reason, other than an increase in the number of directors as aforesaid, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Notwithstanding the foregoing, directors elected by the Board of Directors to fill vacancies or newly-created directorships shall hold office until the next annual meeting following their election, and upon their election by the stockholders, until the completion of the respective unexpired terms of the classes, if applicable, in which the vacancies were filled, and until their respective successors shall be elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removal from office.
Notwithstanding the foregoing and except as otherwise provided by law, whenever the holders of shares of Preferred Stock shall have the right, voting separately from the Common Stock, to elect directors of this corporation, the number, election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms and provisions of any amendment creating any series of Preferred Stock; and such directors so elected shall not be divided into classes pursuant to this Article SIXTH. During the prescribed term of office of any such directors, the Board of Directors shall consist of such directors in addition to the number of directors determined as provided in the first paragraph of this Article SIXTH.
3. Date of Shareholder Adoption. The date of adoption of this Amendment by the shareholders of the Corporation was March 11, 2021.
4. Shares Entitled to Vote. The number of shares of the Corporation entitled to vote on the Amendment was 91,163,380 shares of common stock, par value $1.00 per share.
5. Vote on Amendment. The number of shares voted for and against the Amendment were as follows:
| FOR | — | 72,768,750 Common Shares | ||||||
| AGAINST | — | 841,438 Common Shares |
6. Effective Date. The Amendment shall become effective on the date of filing.
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IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate to be executed on its behalf by its duly authorized officer as of the date first above written.
| NATIONAL FUEL GAS COMPANY | ||
| By: |
/s/ D. P. Bauer |
|
| Name: | D. P. Bauer | |
| Title: | President and Chief Executive Officer | |
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