RGCO Earnings Release Q1 2015


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): February 2, 2015
 
 
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 240.425)
¨
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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 






ITEM 2.02.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 3, 2015, RGC Resources, Inc. ("Resources" or "the Company") issued a press release announcing the first quarter results for the quarter ending December 31, 2014. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
 
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Approval of Bonuses for 2014 and 2015 Annual Base Salaries for Executive Officers
The Board of Directors approved the Compensation Committee’s bonuses in respect of 2014 and annual base salaries in effect beginning February 1, 2015 for the executive officers.
The approved 2014 bonuses and 2015 salaries for the Company’s executive officers are set forth below:
 
Officer
 
Title
 
Bonus
 
Salary
John S. D’Orazio
 
President and CEO
 
$
76,900

 
$
340,000

Paul W. Nester
 
Vice President, Secretary, Treasurer and CFO
 
30,000

 
190,000

Robert L. Wells, II
 
Vice President, Information Technology
 
27,000

 
160,000

Dale L. Parris
 
Vice President - Roanoke Gas Company
 
25,200

 
155,000

Carl J. Shockley, Jr.
 
Vice President, Operations - Roanoke Gas Company
 
27,800

 
150,000


 
ITEM 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 2, 2015, 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 final 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 2018:
 
Director
 
Shares For
 
Shares
Withheld
 
Broker Non
Votes
John S. D'Orazio
 
2,349,034

 
9,344

 
1,565,421

Maryellen F. Goodlatte
 
2,333,708

 
24,670

 
1,565,421

George W. Logan
 
2,309,842

 
48,536

 
1,565,421


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 2016. Nancy Howell Agee, J. Allen Layman and Raymond D. Smoot, Jr. continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2017.









Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, LLP as independent auditors for the fiscal year ending September 30, 2015, by the following vote:
 
Shares For
 
Shares
Against
 
Shares
Abstaining
3,891,231
 
5,213
 
27,355

Shareholders approved executive compensation through a non-binding advisory vote as indicated below:
 
Shares For
 
Shares
Against
 
Shares
Abstaining
 
Broker Non
Votes
2,242,539
 
79,141
 
36,698
 
1,565,421
 
ITEM 8.01.
OTHER EVENTS.
The Company issued a press release on February 3, 2015, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 2, 2015 and the appointment of external auditors for the current year. 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.
The Board of Directors also elected the following senior officers: Paul W. Nester, Vice President, Secretary, Treasurer, and CFO and Robert L. Wells, II, Vice President, Information Technology.
A copy of the press release is attached hereto as Exhibit 99.2 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 be 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 STATEMENT AND EXHIBITS.
99.1

  
Press Release dated February 3, 2015.
 
 
99.2

  
Press Release dated February 3, 2015.






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 5, 2015
 
 
 
By:
 
/s/ Paul W. Nester
 
 
 
 
 
 
 
Paul W. Nester
 
 
 
 
Vice President, Secretary, Treasurer and CFO