Document


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): October 30, 2017
 
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))

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.
¨
 
 
 
 
 






ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
Approval of Incentive Awards for 2017 and 2018 Annual Base Salaries for Executive Officers

The Board of Directors approved the Compensation Committee's cash and equity incentive awards in respect of fiscal 2017 performance and annual base salaries in effect beginning January 1, 2018. The approved amounts are set forth below:

Officer
 
Title
 
2018 Salary
 
Cash Incentive
 
Equity Incentive Award (Shares)
John S. D'Orazio
 
President and CEO
 
$
425,000

 
$
135,000

 
5,520

Paul W. Nester
 
Vice President, Secretary, Treasurer and CFO
 
265,000

 
64,688

 
2,070

Robert L. Wells, II
 
Vice President, Information Technology
 
183,000

 
40,940

 
1,228

Carl J. Shockley, Jr.
 
Vice President, Operations - Roanoke Gas Company
 
192,000

 
42,036

 
1,283


The equity awards are issued under the terms and conditions of the RGC Resources, Inc. Restricted Stock Plan, filed as Exhibit 10.1 to the Company's 8-K filed February 9, 2017. The equity awards have a grant date of January 2, 2018. One-third of the award will vest on the grant date. The second one-third will vest on January 2, 2019, and the final one-third will vest on January 2, 2020.


Approval of Performance Incentive Plan for 2018

The Board of Directors approved the Compensation Committee's Performance Incentive Plan for the Company's named executive officers for the fiscal year ending September 30, 2018. The cash incentive bonus for each officer is based 50% on the individual's performance with respect to corporate objectives and 50% on a range of earnings results for fiscal 2018. The equity incentive bonus for each officer is based on a range of earnings results for fiscal 2018. The potential range of incentive bonuses for each officer is provided below:

Officer
 
Metric
Type
 
Minimum
 
Target
 
Maximum
John S. D'Orazio
 
Performance & Earnings
Cash
 
$

 
$
148,750

 
$
185,938

 
 
Earnings
Equity
 

 
127,500

 
191,250

Paul W. Nester
 
Performance & Earnings
Cash
 

 
79,500

 
99,375

 
 
Earnings
Equity
 

 
53,000

 
79,500

Robert L. Wells, II
 
Performance & Earnings
Cash
 

 
45,750

 
57,188

 
 
Earnings
Equity
 

 
27,450

 
41,175

Carl J. Shockley, Jr.
 
Performance & Earnings
Cash
 

 
48,000

 
60,000

 
 
Earnings
Equity
 

 
28,800

 
43,200









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: November 3, 2017
 
 
 
By:
 
/s/ Paul W. Nester
 
 
 
 
 
 
 
Paul W. Nester
 
 
 
 
Vice President, Treasurer, Secretary and CFO