Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy
Statement |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
þ Definitive
Proxy Statement |
o Definitive
Additional
Materials |
o Soliciting
Material
Pursuant to §240.14a-12 |
Corning Natural Gas
Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if
other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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þ |
No fee required. |
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Fee computed on table below per Exchange
Act
Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of securities to
which
transaction applies: |
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(2) |
Aggregate number of securities to which
transaction applies: |
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(3) |
Per unit price or other underlying
value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined): |
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(4) |
Proposed maximum aggregate value of
transaction: |
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Fee paid previously with preliminary
materials. |
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Check box if any part of the fee is
offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which
the offsetting fee was paid previously. Identify the previous filing
by
registration statement number, or the Form or Schedule and the date
of its
filing. |
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(1) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement
No.:
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330
West William Street, Corning, New York 14830
February
21, 2008
Dear
Fellow Shareholders:
You
are
cordially invited to attend the 2008 annual meeting of shareholders of Corning
Natural Gas Corporation on April 1, 2008, starting at 10:00
a.m.
local
time at our
offices at 330 West William Street, Corning, New York 14830.
As
more
fully described in the attached notice of annual meeting and the accompanying
proxy statement, the principal business to be addressed at the meeting is the
election of directors. Our management team will also discuss our business and
will be available to respond to your questions.
Your
vote
is important to us. Whether or not you plan to attend the annual meeting, please
return the enclosed proxy card as soon as possible to ensure your representation
at the meeting. You may choose to vote in person at the annual meeting even
if
you have returned a proxy card.
On
behalf
of the directors and management of Corning Natural Gas Corporation, I would
like
to thank you for your support and confidence and look forward to seeing you
at
the meeting.
Sincerely,
Michael
I. German
Chief
Executive Officer and President
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD APRIL 1, 2008
To
the
Shareholders of Corning Natural Gas Corporation:
The
annual meeting of shareholders of Corning Natural Gas Corporation, a New York
corporation, will be held on April 1, 2008, at 10:00 a.m.
local
time at 330 West William Street, Corning, New York 14830, for the following
purposes:
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1.
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To
elect seven directors to serve for a one year term until the next
annual
meeting or until their successors are duly elected and qualified;
and
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2.
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To
transact such other business as may properly come before the meeting
or
any adjournment thereof.
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These
items of business are more fully described in the proxy statement accompanying
this notice.
Only
shareholders of record at the close of business on February 15, 2008 are
entitled to vote at the annual meeting.
All
shareholders are cordially invited to attend the meeting in person. However,
to
insure your representation at the meeting, please sign and return the enclosed
proxy card as promptly as possible in the postage prepaid envelope enclosed
for
your convenience. Any shareholder attending the meeting may vote in person
even
if he or she has returned a proxy card.
By
Order
of the Board of Directors,
Stanley
G. Sleve
Vice
President - Administration and Corporate Secretary
CORNING
NATURAL GAS CORPORATION
__________
PROXY
STATEMENT
GENERAL
INFORMATION
This
proxy statement is furnished in connection with the solicitation of proxies
by
our board of directors to be used at our 2008 annual meeting of shareholders
to
be held on April 1, 2008, and any postponements or adjournments of the meeting.
This
proxy statement and the accompanying president’s letter, notice and proxy card,
together with our annual report to shareholders for the year ended September
30,
2007, are being sent to our shareholders beginning on or about February 21,
2008.
Q: |
When and where is the annual
meeting? |
A:
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Our
2008 annual meeting of shareholders will be held on April 1, 2008,
at
10:00 a.m.
local
time at our offices at 330 West William Street, Corning New York,
14830.
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Q: |
What are shareholders voting
on? |
A:
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Election
of seven directors - Henry B. Cook, Jr., Michael I. German, Ted W.
Gibson,
Richard M. Osborne, Stephen G. Rigo, Thomas J. Smith and George J.
Welch.
If
a permissible proposal other than the election of directors is presented
at the annual meeting, your signed proxy card gives authority to
Stanley
G. Sleve, our vice president - administration and corporate secretary
and
Firouzeh Sarhangi, our chief financial officer and treasurer, to
vote on
any such additional proposal. We are not aware of any additional
proposals
to be voted on at the
meeting.
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Q: |
Who is entitled to
vote? |
A:
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Our
record date for the annual meeting is February 15, 2008. Therefore,
only
holders of our common stock as of the close of business on February
15,
2008 are entitled to vote. Each share of common stock is entitled
to one
vote at the meeting.
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Q: |
How do shareholders
vote? |
A:
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Sign
and date each proxy card you receive and return it in the prepaid
envelope. If you do not mark any selections, your proxy card will
be voted
in favor of the proposal. You have the right to revoke your proxy
at any
time before the meeting by:
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• notifying
our corporate secretary,
• voting
in
person, or
• returning
a later-dated proxy.
If
you
return your signed proxy card, but do not indicate your voting preferences,
Stanley G. Sleve and Firouzeh Sarhangi will vote FOR
the
nominated directors on your behalf.
Q: |
Who will count the
vote? |
A:
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Representatives
of our transfer agent, Registrar and Transfer Company, will tabulate
the
votes. Marie Husted and Kathy Rounds are Corning’s election inspectors and
will be responsible for reviewing the vote
count.
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Q:
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What
shares are included on the proxy card and what does it mean if a
shareholder gets more than one proxy
card?
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A:
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The
number of shares printed on your proxy card(s) represents all your
shares.
Receipt of more than one proxy card means that your shares are registered
differently and are in more than one account. Sign and return all
proxy
cards to ensure that all your shares are voted.
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Q: |
What constitutes a
quorum? |
A:
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As
of the record date 809,550 shares of our common stock were outstanding.
A
majority of the outstanding shares, present or represented by proxy,
constitutes a quorum for adopting a proposal at the annual meeting.
If you
submit a properly executed proxy card, then you will be considered
part of
the quorum. If you are present or represented by a proxy at the annual
meeting and you abstain, your abstention will have the same effect
as a
vote against the proposal. “Broker non-votes” will not be part of the
voting power present, but will be counted to determine whether or
not a
quorum is present. A “broker non-vote” occurs when a broker holding stock
in “street name” indicates on the proxy that it does not have
discretionary authority to vote on a particular
matter.
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Q: |
Who can attend the annual
meeting? |
A:
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All
shareholders as of the record date, February 15, 2008, can
attend.
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Q:
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What
percentage of stock are the directors, director nominees and executive
officers entitled to vote at the annual
meeting?
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A:
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Together,
they own 278,616 shares of our common stock, or approximately 34.4%
of the
stock entitled to vote at the annual meeting. (See page 21 for more
details.)
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Q: |
Who are our largest principal
shareholders? |
A:
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Richard
M. Osborne, our chairman, beneficially owns 119,132 shares of our
common
stock, or 14.7% of the stock entitled to vote at the annual meeting
and
Michael I. German, our president and chief executive officer, owns
117,752
shares of our common stock, or 14.5% of the stock entitled to vote
at the
annual meeting.
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Q: |
When is a shareholder proposal due for
the next
annual meeting? |
A:
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In
order to be considered for inclusion in next year’s proxy statement,
shareholder proposals must be submitted in writing by October 18,
2008, to
Stanley G. Sleve, Corporate Secretary, Corning Natural Gas Corporation,
330 West William Street, Corning, New York 14830, and must be in
accordance with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934. (See page 23 for more
details.)
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PROPOSAL:
ELECTION
OF DIRECTORS
At
the
annual meeting, seven directors are to be elected to hold office until the
next
annual meeting of shareholders or until their respective successors are elected
and qualified.
Nominees
for election this year are Henry B. Cook, Jr., Michael I. German, Ted W. Gibson,
Richard M. Osborne, Stephen G. Rigo, Thomas J. Smith and George J. Welch. Each
has consented to serve until the next annual meeting or until his successor
is
duly elected and qualified. Information about the directors and director
nominees is included under “Board of Directors” beginning on page
7.
If
any
director to be elected by you is unable to stand for re-election, the board
may,
by resolution, provide for a lesser number of directors or designate a
substitute. In the latter event, shares represented by proxies may be voted
for
a substitute director.
The
affirmative vote of the holders of a plurality of the shares of common stock
present in person or represented by proxy at the annual meeting is needed to
elect directors.
The
board of directors recommends that you vote FOR Mr. Cook, Mr. German, Mr.
Gibson, Mr. Osborne, Mr. Rigo, Mr. Smith and Mr. Welch.
BOARD
OF DIRECTORS
Each
of
the nominees listed below is an incumbent director whose nomination to serve
for
a one year term was recommended by the nomination committee and approved by
the
board.
Name
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Age
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Position
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Director
Since
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Henry
B. Cook, Jr.
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60
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Director
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2007
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Michael
I. German
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57
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Chief
Executive Officer,
President
and Director
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2006
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Ted
W. Gibson
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65
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Director
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2006
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Richard
M. Osborne
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62
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Chairman
of the Board
and
Director
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2006
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Stephen
G. Rigo
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61
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Director
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2007
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Thomas
J. Smith
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63
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Director
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2006
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George
J. Welch
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62
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Director
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2007
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Henry
B. Cook, Jr. has
served as a director since May 2007.
He is
the president of Triple Cities Acquisition, LLC, a heavy truck parts and vehicle
dealer, and Roadwolf Transportation Products, LLC, an importer of heavy duty
truck parts.
Michael
I. German
has
served as our chief executive officer, president and director since November
2006. Prior to joining Corning, he was senior vice president, utility operations
for Southern Union Company where he was responsible for gas utility operations
in Missouri, Pennsylvania, Rhode Island and Massachusetts. From 1994 to 2005,
Mr. German held several senior positions at Energy East Corporation, a
publicly-held energy services and delivery company, including president of
several utilities.
Richard
M. Osborne
is our
chairman of the board of directors and has served as a director since November
2006. Mr. Osborne is president and chief executive officer of OsAir, Inc.,
a
company he founded in 1963, which operates as a property developer and
manufacturer of industrial gases for pipeline delivery. He also serves as
chairman of the board, chief executive officer and a director of John D. Oil
and
Gas Company, a publicly-held oil and gas exploration company, and Energy West
Incorporated, a publicly-held natural gas utility.
Ted
W. Gibson
has been
a director since November 2006. He serves as the chief executive officer of
Classic City Mechanical, an underground utility business. Mr. Gibson is also
a
corrosion specialist in the National Association of Corrosion Engineers and
a
graduate of the Georgia Institute of Technology - Mechanical Engineer. Mr.
Gibson previously served as Captain in the Marine Corps.
Stephen
G. Rigo
has
served as a director since May 2007. He is executive vice president of two
Ohio
regulated intrastate gas pipeline companies, Orwell-Trumbell Pipeline Co.,
LLC
and Cobra Pipeline Co., Ltd., and three unregulated natural gas marketing
companies. Mr. Rigo’s responsibilities include new business acquisitions,
commodity pricing and purchasing, management of regulatory affairs, and
corporate administration. His business career spans over 25 years in the energy
industry including upper management positions with The Standard Oil Company
and
BP America.
Thomas
J. Smith
has
served as a director since December 2006. Mr. Smith serves as president of
Orwell Natural Gas and North East Ohio Natural Gas, local natural gas
distribution companies. Mr. Smith has served as vice president and chief
financial officer of Energy West Incorporated, a publicly-held natural gas
utility, since November 2007 and was interim president of Energy West from
August 2007 until November 2007. Mr. Smith is also a director of Energy West.
From 1998 through April 2006, Mr. Smith was president and chief operating
officer of John D. Oil and Gas Company, a publicly-held oil and gas exploration
company. Mr. Smith remains a director of John D. Oil and Gas.
George
J. Welch
has
served as a director since May 2007. He is a partner in the law firm of Welch
& Zink in Corning, New York. Mr. Welch’s practice concentrates on business
transactions and real estate. He is currently an active director and member
of
many community organizations, including a local economic development
organization, a community foundation and PaneLogic, Inc., a provider of control
system integration services.
Director
Independence
The
board
of directors has determined and confirmed that each of Mr. Cook, Mr. Gibson,
Mr.
Rigo, Mr. Smith and Mr. Welch do not have a material relationship with Corning
that would interfere with the exercise of independent judgment and are
independent as defined by the applicable laws and regulations and the listing
standards of the New York Stock Exchange.
Director
Compensation
On
January 24, 2007, the board of directors agreed to change the compensation
for
all board members. Directors who are not also officers will receive 50 shares
of
our restricted common stock for each quarter of service as a director. Directors
who also serve as officers of Corning will not be compensated for their service
as directors. In fiscal 2007, the directors did not receive these compensatory
shares, or any other compensation for service as directors. Corning expects
to
issue the shares earned in fiscal 2007 to the directors in early 2008.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than 10% of our common stock,
to
file with the Securities and Exchange Commission, or SEC, initial reports of
ownership and reports of changes in ownership of our common stock. Our officers,
directors and greater than 10% shareholders are required by the SEC to furnish
us with copies of all Section 16(a) forms they file. In the last fiscal year,
Joel Moore, our former vice president of operations, and Firouzeh Sarhangi,
our
chief financial officer and treasurer, each filed one Form 4 late reporting
a
purchase of investment units in Corning’s rights offering. In addition, George
Welch, a director, failed to timely report shares owned on a Form 3. All forms
were subsequently filed. Based solely on review of copies of reports furnished
to us or written representations that no reports were required, we believe
that
all other Section 16(a) filing requirements were met timely during the most
recent fiscal year.
Attendance
of the Board of Directors at Meetings
The
board
of directors met thirteen times in the last fiscal year. All members of the
board of directors participated in at least 75% of all board of directors and
applicable committee meetings in the last fiscal year.
Corning
strongly encourages members of the board of directors to attend annual meetings
of shareholders. All members of the board of directors attended the 2007 annual
meeting of shareholders held on May 31, 2007.
Nominating
Committee
The
nominating committee is composed of Mr. German, Mr. Osborne, Mr. Smith and
Mr.
Welch. The committee did not meet in the last fiscal year. The committee does
not have a written charter.
To
the
extent there are any vacancies on the board or should the nominating committee
determine not to re-nominate an incumbent director for election to the board,
Mr. German, our president and chief executive officer, and Mr. Osborne, our
chairman of the board, generally will identify a qualified candidate for the
committee’s consideration. Director nominees are approved by the nominating
committee and recommended to the full board for their approval. Nominees are
not
required to possess specific skills or qualifications, however, nominees are
recommended and approved based on various criteria including relevant skills
and
experience, personal integrity and ability and willingness to devote their
time
and efforts to Corning. Qualified nominees are considered without regard to
age,
race, color, sex, religion, disability or national origin. We do not use a
third
party to locate or evaluate potential candidates for director.
The
committee considers nominees recommended by shareholders according to the same
criteria. A shareholder desiring to nominate a director for election at our
2009
annual meeting of shareholders must deliver a notice to our corporate secretary
at our principal executive office no earlier than ninety days, and no later
than
sixty days before the annual meeting. The notice must include as to each person
whom the shareholder proposes to nominate for election or re-election as
director:
• |
the
name, age, business address and residence address of the
person,
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• |
the
principal occupation or employment of the
person,
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• |
the
written consent of the person to being named in the proxy as a nominee
and
to serving as a director,
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the
class and number of our shares of stock beneficially owned by the
person,
and
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• |
any
other information relating to the person that is required to be disclosed
in solicitations for proxies for election of director pursuant to
Rule 14a
under the Exchange Act;
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and
as to
the shareholder giving the notice
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the
name and record address of the shareholder,
and
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• |
the
class and number of our shares beneficially owned by the shareholder.
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We
may
require any proposed nominee to furnish additional information reasonably
required by us to determine the eligibility of the proposed nominee to serve
as
our director.
Shareholder
Communications with Directors
A
shareholder who wishes to communicate directly with the board, a committee
of
the board or with an individual director, should send the communication
to
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Corning
Natural Gas Corporation
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Board
of Directors [or committee name or director’s name, as
appropriate]
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330
West William Street
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Corning,
New York 14830
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We
will
forward all shareholder correspondence about Corning to the board, committee
or
individual director, as appropriate.
Code
of Business Conduct and Ethics
Corning
has a Code of Business Conduct and Ethics that applies to all employees,
including our chief executive officer and our chief financial officer who also
serves as our principal accounting officer. This code is available on our
website at www.corninggas.com.
Any
amendments or waivers to the code that apply to our chief executive officer
or
chief financial officer will be promptly disclosed to our shareholders.
AUDIT
COMMITTEE REPORT
In
accordance with its written charter that was approved and adopted by our board,
our audit committee assists the board in fulfilling its responsibility of
overseeing the quality and integrity of our accounting, auditing and financial
reporting practices. The audit committee is directly responsible for the
appointment of Corning’s independent public accounting firm and is charged with
reviewing and approving all services performed for Corning by the independent
accounting firm and for reviewing the accounting firm’s fees. The audit
committee reviews the independent accounting firm’s internal quality control
procedures, reviews all relationships between the independent accounting firm
and Corning in order to assess the accounting firm’s independence, and monitors
compliance with Corning’s policy regarding non-audit services, if any, rendered
by the independent accounting firm. In addition, the audit committee ensures
the
regular rotation of the lead audit partner.
The
audit
committee is comprised of Mr. Smith, who serves as chairman of the committee,
Mr. Cook, Mr. Gibson and Mr. Rigo. The audit committee met four times in the
past fiscal year. Mr.
Smith, Mr. Cook, Mr. Gibson and Mr. Rigo are “independent directors” as defined
in the New York Stock Exchange listing standards. The board of directors has
determined that Mr. Smith meets the qualifications for designation as a
financial expert as defined in SEC rules.
In
2007,
the board of directors adopted an amended and restated audit committee charter
to more fully comply with requirements applicable to the audit committee
pursuant to §202 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules. The
audit committee charter was filed as Annex F to our 2007 proxy statement. The
audit committee reviews and reassess its charter as needed from time to time
and
will obtain the approval of the board for any proposed changes to its charter.
The
audit
committee oversees management’s implementation of internal controls and
procedures for financial reporting designed to ensure the integrity and accuracy
of our financial statements and to ensure that we are able to timely record,
process and report the information required for public disclosure. In fulfilling
its oversight responsibilities, the audit committee reviewed and discussed
the
audited financial statements with management. The audit committee also discussed
with our independent accounting firm the matters required by Statement on
Auditing Standards No. 61, “Communication with Audit Committees.” The audit
committee reviewed with Rotenberg & Co. LLP, our independent accounting firm
who is responsible for expressing an opinion on the conformity of our audited
financial statements with accounting principles generally accepted in the United
States, its judgment as to the quality, not just the acceptability, of our
accounting principles and other matters as are required to be discussed with
the
audit committee pursuant to generally accepted auditing standards.
In
discharging its oversight responsibility as to the audit process, the audit
committee obtained from our independent accounting firm a formal written
statement describing all relationships between the independent accounting firm
and us that might bear on the accounting firm’s independence consistent with
Independence Standards Board Standard No. 1, “Independence Discussions with
Audit Committees,” and discussed with the accounting firm any relationships that
may impact its objectivity and independence. In considering the accounting
firm’s independence, the audit committee also considered whether the non-audit
services performed by the accounting firm on our behalf were compatible with
maintaining the independence of the accounting firm.
In
reliance upon the audit committee’s reviews and discussions with management and
our independent accounting firm, the audit committee recommended to the board
that our audited financial statements be included in our Annual Report on Form
10-K for the year ended September 30, 2007, for filing with the
SEC.
Audit
Committee
Thomas
J.
Smith, Chairman
Henry
B.
Cook, Jr.
Ted
W.
Gibson
Stephen
G. Rigo
Principal
Accounting Firm Fees and Services
The
following is a summary of the aggregate fees billed to us for the fiscal years
ended September 30, 2007 and 2006, by our independent registered public
accounting firm, Rotenberg & Co. LLP, Certified Public Accountants of
Rochester, New York.
|
|
2007
|
|
2006
|
|
Audit
Fees
|
|
$
|
84,000
|
|
$
|
85,100
|
|
Audit-Related
Fees
|
|
|
—
|
|
|
—
|
|
Tax
Fees
|
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$
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16,000
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$
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30,500
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All
Other Fees
|
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$
|
11,000
|
|
|
—
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Total
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$
|
111,000
|
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$
|
115,500
|
|
Audit
Fees. These
are
fees for professional services rendered by Rotenberg & Co. for the audit of
our annual consolidated financial statements, the review of financial statements
included in our quarterly reports on Form 10-Q, and services that are typically
rendered in connection with statutory and regulatory filings or
engagements.
Audit-Related
Fees. There
were no fees billed by Rotenberg & Co. for audit-related fees for the fiscal
years ended September 30, 2007 and 2006.
Tax
Fees. These
are
fees for professional services rendered by Rotenberg & Co. with respect to
tax compliance, tax advice and tax planning. These services include the review
of tax returns and consulting on tax planning matters.
All
Other Fees. In
fiscal
2007, these are fees for the audit of our pension plan and the review of our
internal controls and corporate governance. There were no fees billed by
Rotenberg & Co. for other services not described above for fiscal
2006.
The
audit
committee authorized the payment by us of the fees billed to us by Rotenberg
& Co. in fiscal 2007 and 2006. The decision to engage Rotenberg & Co.
LLP was approved by the audit committee. The audit committee has considered
whether the provision of non-audit services is compatible with maintaining
Rotenberg & Co. LLP’s independence. In fiscal 2007 and 2006, Rotenberg &
Co. had no direct or indirect financial interest in Corning in the capacity
of
promoter, underwriter, voting director, officer or employee.
Representatives
of Rotenberg & Co. will attend the annual meeting to answer appropriate
questions and make statements if they desire.
EXECUTIVE
OFFICERS
Below
are
the names, ages, positions and certain other information concerning our current
executive officers:
Name
|
Age
|
Position
|
|
|
|
Michael
I. German*
|
57
|
Chief
Executive Officer, President and Director
|
Firouzeh
Sarhangi
|
49
|
Chief
Financial Officer and Treasurer
|
Stanley
G. Sleve
|
58
|
Vice
President - Administration and Corporate Secretary
|
Matthew
J. Cook
|
46
|
Vice
President - Operations
|
______________
*
Biographical information for Mr. German can be found under “Board of
Directors.”
Firouzeh
Sarhangi was
appointed as chief financial officer and treasurer of Corning in 2006. From
February 2004 until her appointment as CFO, she served as vice president -
finance of Corning. Previously, she was president of Corning’s Tax Center
International (TCI) subsidiary, a company she founded and operated until Corning
purchased TCI in 1998. Ms. Sarhangi has twenty-four years of public accounting
experience.
Stanley
G. Sleve
serves
as our vice
president - administration and corporate secretary. He joined Corning in January
1998 and has overseen a variety of corporate operations. He is currently
responsible for customer service, facilities management, human resources,
information technology, gas supply and community relations.
Matthew
J. Cook
will
join Corning effective February 15, 2008 as Vice President - Operations. Mr.
Cook has 14 years of natural gas utility experience. From 2000 until joining
Corning, Mr. Cook was employed by Mulcare Pipeline Solutions, a supplier of
products and services to the natural gas industry, in various position including
sales manager and technical specialist. Previously, Mr. Cook served as
operations engineer and gas engineer of New York State Electric and
Gas.
COMPENSATION
DISCUSSION AND ANALYSIS
The
Compensation Committee
Our
compensation committee oversees Corning’s executive compensation program. In
this role, the committee reviews and approves, or recommends for approval by
the
full board, the compensation that is paid or awarded to our executive officers.
The committee also administers our 2007 Stock Plan. The goal of our compensation
committee is to ensure that the total compensation paid to our executive
officers is fair, reasonable and competitive.
Compensation
Philosophy and Objectives
Our
compensation philosophy is to reward our executive officers for management
that
advances the interests of our shareholders and provides dependable and
economically priced natural gas service for our customers. The primary objective
of our compensation program is to attract and retain highly qualified executive
officers to successfully lead Corning and improve shareholder
value.
To
achieve these objectives, we believe that we must provide a compensation package
for our executives that is competitive with compensation offered by comparable
companies in the Corning and Hammondsport, New York areas. In addition, our
company is regulated by the New York Public Service Commission and we seek
to
set compensation within the rate parameters imposed by the
commission.
Role
of Executive Officers in Our Compensation Program
In
the
last year, the compensation committee, with the input of our president and
CEO,
Michael I. German, established the salary for each executive based on his or
her
performance and current compensation level. Mr. German reviewed the performance
of our executive officers and solicited their views on their own compensation
levels. Mr. German then presented his recommendations, based on these reviews
and discussions, to the committee for review and approval or modification.
The
compensation committee can exercise its discretion in modifying any
recommendation made by Mr. German.
Elements
of Our Compensation Program
We
subscribe to a total compensation program composed primarily of base salary and
retirement and welfare benefits. We do not have a bonus program and none of
our
executives received a bonus in 2007, although we may consider implementing
a
program of annual cash incentive compensation in the future tied to specific
performance goals. Mr. German’s employment agreement provides for a bonus based
on net after tax income targets. Because these targets were not met in 2007,
Mr.
German did not receive a bonus. See “Mr. German’s Employment Agreement” on page
16.
Base
Salary
To
attract and retain qualified executive officers, base salary is the primary
element in our compensation program. The base salary of our executive officers
is designed to fairly compensate them for:
· |
delivering
safe, reliable and cost effective service to our customers;
and
|
· |
providing
reasonable earnings growth to our
shareholders.
|
We
believe that these are complimentary objectives and linked to our overall
success. To attract and retain qualified executives we believe that base
salaries must be competitive with those offered by comparable companies in
the
Corning and Hammondsport, New York areas. In addition, our company is regulated
by the New York Public Service Commission and we seek to set compensation within
the rate parameters imposed by the commission. There is no specific, quantified
relationship between the company’s performance and individual executive’s
salaries.
The
compensation committee reviews the base salary adjustment, if any, for our
executive officers based on merit and prevailing rates and recommends these
adjustments to the board of directors. In 2007 the raise “pool” for our
employees was 3.5% based on our rate case and union agreements. Mr. German
decided to forgo any increase in his base salary to support the company in
its
rebuilding phase. Our other executive officers received modest increases in
base
salary for 2008 ranging from 1.4% to 3.5%.
Long-Term
Incentives
In
2007,
we adopted the 2007 Stock Plan which provides for the granting of stock options,
stock appreciation rights, or SARs, restricted stock awards and
performance-based awards. Long-term incentives are awarded in an effort to
attract and retain executive officers of outstanding ability and keep such
officers aligned with the long-term objectives of Corning. In order to attract
an executive of Mr. German’s caliber to lead Corning and to align his interests
with those of our shareholders, his employment agreement provided for the
issuance of 75,000 options to him, which he was awarded effective August 2007.
Currently, only Mr. German has been issued options under the plan. The
compensation committee intends to review the advisability of issuing additional
equity awards to Corning’s executives in the future.
An
aggregate
of 100,000 shares of our Class A common stock have been reserved for issuance
pursuant to the plan, subject to adjustment for stock splits, mergers and
similar transactions. In addition, beginning in 2008 and continuing for a period
of nine years, on the day of each annual meeting of shareholders, the total
maximum number of shares available for issuance will automatically be increased
to the number of shares equal to 15% of the shares outstanding. All
of
our officers, directors and employees are eligible to receive grants pursuant
to
the plan. The plan is administered by our compensation committee, which is
responsible for designating individuals to whom options, SARs or awards are
to
be granted and determining the terms and conditions of grants. In granting
options, SARs or awards, the committee considers the performance and anticipated
future contribution of the potential recipient and such other considerations
the
committee deems relevant. Options granted under the plan generally have a term
of ten years and are exercisable as determined by the committee. The plan
terminates on May 31, 2017. Awards outstanding on the termination date are
subject to their terms, but no further grants will be made following the
termination date. We estimate that on April 1, 2008, the date of this year’s
annual meeting, the number of shares available for future grants will be
increased to 46,433.
Benefit
Plans
We
provide competitive welfare and retirement benefits to our executive officers
as
an important element of their compensation packages. Our executives receive
medical and dental coverage, life insurance, disability coverage and other
benefits on the same basis as our other employees. Our executives are also
eligible to participate in our employee savings and pension plans.
Corning
Natural Gas Corporation Employees Savings Plan.
All
non-union employees of Corning who work for more than 1,000 hours per year
and
who have completed one year of service may enroll in the savings plan at the
beginning of each calendar quarter. Under the savings plan, participants may
contribute up to 50% of their wages. For non-union employees, Corning will
match
one-half of the participant’s contributions up to a total of 3% of the
participant’s wages. Matching contributions vest in the participants at a rate
of 20% per year and become fully vested after five years. All participants
may
select one of ten investment plans, or a combination thereof, for their account.
Distribution of amounts accumulated under the savings plan occurs upon the
termination of employment or death of the participant. The savings plan also
contains loan and hardship withdrawal provisions.
Pension
Plan. We
maintain a defined benefit pension plan, the
Retirement Plan for Salaried and Non-Union Employees of Corning Natural Gas
Corporation, that covers substantially all of our employees. We make annual
contributions to the plan equal to amounts determined in accordance with the
funding requirements of the Employee Retirement Security Act of 1974. The
benefit payable under the pension plan is calculated based upon the employee’s
average salary for the four years immediately preceding his retirement. The
compensation covered by the pension plan includes only base salary, identified
in the summary compensation table as “salary.”
Mr.
German’s Employment Agreement
Pursuant
to his employment agreement, Mr. German will serve as president and chief
executive officer of Corning for a period of three years, with an automatic
renewal for successive one year periods thereafter. Mr. German received
75,000 options to purchase common stock of Corning for a price of $15.00 per
share under the 2007 Stock Plan pursuant to the terms of the agreement. The
employment agreement provides termination payments to Mr. German in the
event of a change in control of Corning or other termination of his employment
for cause, as are defined in the employment agreement. The employment agreement
also contains standard confidentiality, non-competition and non-solicitation
provisions for a period including Mr. German’s employment and the twelve
months immediately following the date of the termination of his employment.
None
of
our other executive officers have employment, termination or change-in-control
agreements.
Stock
Ownership Guidelines
In
order
to link the interests of management and shareholders, executive officers are
encouraged to purchase shares of Corning to maintain or to establish a
significant level of direct stock ownership. For example, all of our executive
officers purchased shares in our rights offering last year.
Accounting
and Tax Considerations
In
designing our compensation program, we take into consideration the accounting
and tax effect that each element will or may have on Corning and our executive
officers.
Effective
November, 2007, in accordance with Statement of Financial Accounting Standard
No. 123(R), “Share-Based Payment” (FAS 123(R)), we began to record compensation
expense under the “fair-value-based” method of accounting for stock options
granted to employees and directors. We adopted FAS 123(R) using the “modified
prospective application.” The modified prospective transition method requires
that compensation cost be recognized in the financial statements for all awards
granted after the date of adoption as well as for existing awards for which
the
requisite service has not been rendered as of the date of adoption.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following table summarizes the compensation paid by us to our chief executive
officer, chief financial officer, and our most highly compensated executive
officers.
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
|
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
|
All
Other Compensation(1)
($)
|
|
Total
($)
|
|
Michael
I. German, President and Chief Executive Officer
|
|
|
2007
|
|
|
118,269
|
|
|
—
|
|
|
39,367
|
|
|
—
|
|
|
—
|
|
|
157,636
|
|
Firouzeh
Sarhangi, Chief Financial Officer and Treasurer
|
|
|
2007
|
|
|
111,320
|
|
|
—
|
|
|
—
|
|
|
16,192
|
|
|
3,340
|
|
|
130,852
|
|
Stanley
G. Sleve, Vice President - Administration and Corporate
Secretary
|
|
|
2007
|
|
|
97,290
|
|
|
—
|
|
|
—
|
|
|
19,163
|
|
|
2,919
|
|
|
119,372
|
|
Joel
D. Moore, former Vice President - Operations
|
|
|
2007
|
|
|
146,399
|
|
|
—
|
|
|
—
|
|
|
11,686
|
|
|
4,392
|
|
|
162,477
|
|
Thomas
K. Barry, former President and Chief Executive Officer
|
|
|
2007
|
|
|
57,418
|
|
|
—
|
|
|
—
|
|
|
12,481
|
|
|
170,797(2)
|
|
|
240,696
|
|
(1)
The
amounts reported include the following 401(k) matching contributions by Corning
in fiscal 2007: (i) Ms. Sarhangi - $3,340; (ii) Mr. Sleve - $2,919; (iii) Mr.
Moore - $4,392; and (iv) Mr. Barry - $1,705.
(2)
Amounts include: (i) $93,936 paid to Mr. Barry pursuant to his consulting
agreement; (ii) $63,140 in payments pursuant to his deferred compensation
agreement; and (iii) $11,516 in taxes payable by Mr. Barry on compensation
paid
to him pursuant to his deferred compensation agreement that was reimbursed
by
Corning.
Grants
of Plan-Based Awards
The
following table summarizes information with respect to grants of non-equity
and
equity plan-based awards to our most highly compensated executive officers
in
the last fiscal year.
|
|
Estimated
Future Payouts Under Non-Equity Incentive Plan
Awards
|
Equity
Plan Awards
|
Name
|
Grant
Date
|
|
All
Other Option Awards: Number of Shares Underlying
Options
|
Exercise
or Base Price of Option Awards
($)
|
Closing
Market Price on the Date of Grant(1)
($)
|
Grant
Date Fair Value of Stock and Option Awards(2)
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Michael
I. German
|
8/6/07(1)
|
—
|
—
|
—
|
75,000
|
15.00
|
16.50
|
118,100
|
(1)
Mr.
German’s employment agreement dated as of November 30, 2006 provided for the
grant of non-qualified stock options at the exercise price of $15.00 per share
upon Corning’s adoption of a stock option plan. The plan was adopted on May 31,
2007. Mr. German’s option agreement was not executed until November 5, 2007.
However, the grant date of August 6, 2007 was used for Corning’s financial
statement accounting purposes.
(2)
The
fair value of stock options is based on the FAS 123(R) compensation expense
recognized as of August 6, 2007. We use the Black-Scholes option pricing model
to estimate compensation cost for stock option awards. Please see the table
regarding the assumptions used in this calculation in Note R - “Stock Based
Compensation” to our consolidated financial statements in our Form 10-K for the
fiscal year ended September 30, 2007 filed with the SEC on December 28,
2007.
Option
Exercises and Stock Vested
None
of
our most highly compensated officers exercised options in the last fiscal year.
Our executive officers did not hold any stock awards as of the past fiscal
year.
Outstanding
Equity Awards at Fiscal Year End
The
following table summarizes information with respect to the stock options held
by
our most highly compensated executive officers as of the end of the past fiscal
year.
Name
|
|
Number
of Securities Underlying
Unexercised
Options
Exercisable
|
|
Number
of Securities Underlying Unexercised Options
Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option
Expiration Date*
|
|
Michael
I. German
|
|
|
25,000
|
|
|
50,000
|
|
$
|
15.00
|
|
|
11/05/2011
|
|
*
The
option is exercisable as follows: 25,000 shares on 11/5/2007, 25,000 shares
on
11/5/2008 and 25,000 shares on 11/5/2009.
Pension
Benefits
The
following table shows the present value of accumulated pension benefits payable
to each of our most highly compensated executive officers, including the number
of years of service credited to each officer.
Name
|
Plan
Name
|
Number
of Years Credited Service
|
Present
Value of Accumulated Benefit
($)
|
Payments
Made During Last Fiscal Year
($)
|
Firouzeh
Sarhangi
|
Retirement
Plan for Salaried and Non-Union Employees
|
9.4
|
|
81,209
|
|
—
|
|
Stanley
G. Sleve
|
Retirement
Plan for Salaried and Non-Union Employees
|
9.8
|
|
128,798
|
|
—
|
|
Joel
D. Moore
|
Retirement
Plan for Salaried and Non-Union Employees
|
2.1
|
|
19,628
|
|
—
|
|
|
|
|
|
|
|
|
|
Thomas
K. Barry
|
Retirement
Plan for Salaried and Non-Union Employees
|
30.0
|
|
1,210,684
|
|
84,685
|
|
|
Supplemental
Executive Retirement Benefit*
|
30.0
|
|
6,781
|
|
441
|
|
*
Annual
excess pension benefit payable pursuant to Mr. Barry’s consulting agreement.
Severance
Compensation
We
do not
have a general severance policy applicable to all employees, including our
most
highly compensated executive officers. However, Mr. German’s employment
agreement requires us to make payments in the event of termination of his
employment, including a change of control. Mr. Barry’s survivor benefit deferred
compensation agreement provides for death benefit coverage payable to his
beneficiaries upon his death. Corning’s pension committee is investigating
whether Mr. Barry violated terms of his deferred compensation agreement and
the
company has suspended all payments under the agreement. As the pension committee
has not made a final determination regarding future payment to Mr. Barry under
the deferred compensation agreement, the amount shown in the table below
represents the full amount payable to Mr. Barry under the agreement.
For
purposes of the description of the potential payments to Mr. German and Mr.
Barry, we have assumed that the triggering event occurred as of September 28,
2007, the last business day of our last fiscal year. The actual amounts of
any
payments to these executive officers can only be determined at the time of
a
change in control or termination of Mr. German or upon the death of Mr. Barry.
For additional information regarding Mr. German’s employment agreement, see “Mr.
German’s Employment Agreement” on page 16.
Estimated
Potential Payment*
|
Termination
within one year after a “Change in Control”
($)
|
Termination
“Without Cause”
($)
|
Death
Pursuant to Survivor Benefit Deferred Compensation
Agreement
($)
|
Michael
I. German
|
Compensation
Payments
|
450,000
|
|
150,000
|
|
—
|
|
Thomas
K. Barry
|
Deferred
Compensation Payments
|
—
|
|
—
|
|
1,078,420
|
|
Following
termination of employment, our executive officers may receive payment of
retirement benefits under our pension plan. The value of this benefit as of
September 29, 2007 is set forth in “Pension Benefits” on page 19. There are no
special or enhanced benefits under the pension plan for our most highly
compensated executive officers.
COMPENSATION
COMMITTEE REPORT
The
compensation committee is comprised of Ted W. Gibson, Richard M. Osborne and
Stephen G. Rigo. The compensation committee did not meet in the last fiscal
year. The board of directors determined that Mr. Gibson and Mr. Rigo are
independent as required by applicable law and regulations and the listing
standards of the New York Stock Exchange.
The
compensation of Mr. German, our president and chief executive officer, was
determined by our former board of directors and has been approved by our current
compensation committee. Going forward, the compensation committee will review
and adjust Mr. German’s compensation as it deems appropriate, consistent with
his employment agreement. Mr. German makes recommendations regarding the
compensation for all our other executive officers, which recommendations are
reviewed and approved by the compensation committee. Our compensation committee
does not have a written charter. The compensation committee has reviewed and
discussed compensation discussion and analysis for our fiscal year ended
September 30, 2007 with our management and based on this review has recommended
to the board that compensation discussion and analysis be included in this
proxy
statement.
The
foregoing report was submitted by the compensation committee and shall be deemed
to be “furnished” rather than “filed” with the SEC and, therefore, not subject
to Regulation 14A promulgated by the SEC or Section 18 of the Exchange
Act.
Compensation
Committee
Ted
W.
Gibson
Richard
M. Osborne
Stephen
G. Rigo
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as of February 15, 2008, information regarding
the
beneficial ownership of our common stock, by each shareholder known by us to
be
the beneficial owner of more than 5% of our stock, each director, each executive
officer, and all our directors and executive officers as a group.
|
|
Common
Stock
|
|
Names
and Address(1)(2)
|
|
Shares
|
|
Right
to Acquire(3)
|
|
Total
|
|
Percentage
|
|
|
|
|
|
|
|
|
|
Richard
M. Osborne(4)
|
|
|
119,132
|
|
|
14,000
|
|
|
133,132
|
|
|
16.2
|
%
|
Michael
I. German(5)
|
|
|
117,752
|
|
|
67,064
|
|
|
184,816
|
|
|
21.1
|
%
|
The
Gabelli Group(6)
One
Corporate Center
Rye,
NY 10580
|
|
|
150,000
|
|
|
52,293
|
|
|
202,293
|
|
|
23.5
|
%
|
Mitchell
Partners, L.P. (7)
3187-D
Airway Avenue
Costa
Mesa, CA 92626
|
|
|
47,852
|
|
|
29,976
|
|
|
77,828
|
|
|
9.3
|
%
|
Ted
W. Gibson(8)
|
|
|
25,000
|
|
|
17,500
|
|
|
42,500
|
|
|
5.1
|
%
|
Henry
B. Cook, Jr.(9)
|
|
|
5,270
|
|
|
3,549
|
|
|
8,819
|
|
|
1.1
|
%
|
Firouzeh
Sarhangi(10)
|
|
|
4,776
|
|
|
1,672
|
|
|
6,448
|
|
|
*
|
|
George
J. Welch(11)
|
|
|
3,062
|
|
|
1,072
|
|
|
4,134
|
|
|
*
|
|
Stanley
G. Sleve(12)
|
|
|
2,614
|
|
|
1,020
|
|
|
3,634
|
|
|
*
|
|
Joel
D. Moore(13)
|
|
|
1,010
|
|
|
707
|
|
|
1,717
|
|
|
*
|
|
Stephen
G. Rigo
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas
J. Smith
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All
directors, director nominees and executive officers as a group (10
individuals)
|
|
|
278,616
|
|
|
106,584
|
|
|
385,200
|
|
|
42.0
|
%
|
*
Less
than 1 percent
(1)
|
Unless
otherwise indicated, we believe that all persons named in the table
have
sole investment and voting power over the shares of capital stock
owned.
|
(2)
|
Unless
otherwise indicated, the address of each beneficial owner is c/o
Corning
Natural Gas Corporation, 330 West William Street, Corning, New York
14830.
|
(3)
|
Shares
of common stock the beneficial owner has the right to acquire through
stock options or warrants that are or will become exercisable within
60
days.
|
(4)
|
Includes
warrants to purchase 14,000 shares of stock. All shares and warrants
are
owned by the Richard M. Osborne Trust, an Ohio trust of which Mr.
Osborne
is the sole trustee.
|
(5)
|
Includes
25,000 options to purchase common stock and warrants to purchase
42,064
shares of common stock. 10,000 shares and warrants to purchase 7,000
shares of common stock are owned jointly by Mr. German and two other
individuals. Mr. German disclaims beneficial ownership of these securities
except to the extent of his pecuniary interest therein.
|
(6)
|
Includes
120,000 shares and 41,790 warrants held by Gabelli Funds, LLC and
30,000
shares and 10,503 warrants held by Gabelli Advisors, Inc. Each of
Gabelli
Funds and Gabelli Advisors has sole voting and dispositive power
over the
shares held by it. Based solely on information in the Schedule 13D
filed
with the SEC on January 24, 2008.
|
(7)
|
Includes
warrants to purchase 29,976 shares of common stock. Based solely
on
information in the Schedule 13G filed with the SEC on September 13,
2007.
|
(8)
|
Includes
warrants to purchase 17,500 shares of common stock.
|
(9)
|
Includes
warrants to purchase 3,549 shares of common stock.
|
(10)
|
Includes
warrants to purchase 1,672 shares of common stock.
|
(11)
|
Includes
warrants to purchase 1,072 shares of common stock. Shares and warrants
are
beneficially owned by Vincent J. Welch Trust, of which Mr. Welch
is one of
three trustees having voting and investment powers.
|
(12)
|
Includes
warrants to purchase 1,020 shares of common stock.
|
(13)
|
Includes
warrants to purchase 707 shares of common
stock.
|
EQUITY
COMPENSATION PLAN INFORMATION
The
Corning Natural Gas Corporation 2007 Stock Plan provides for the issuance of
100,000 shares of our common stock. Beginning in 2008 and continuing for a
period of nine years, on the day of each annual meeting of shareholders, the
total maximum number of shares available for issuance will automatically be
increased to the number of shares equal to 15% of the shares outstanding. As
of
September 30, 2007, there were 75,000 options outstanding and the maximum number
of shares available for future grants under the plan was 25,000. We estimate
that on April 1, 2008, the date of this year’s annual meeting, the number of
shares available for future grants will be increased to 46,433.
Plan
category
|
|
Number
of
securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
|
Weighted-average
exercise
price of
outstanding
options, warrants and rights
|
|
Number
of
securities
remaining
available
for
future issuance
under
equity
compensation
plans (excluding securities reflected in the first
column)
|
|
Equity
compensation plans approved by security holders
|
|
|
75,000
|
|
$
|
15.00
|
|
|
25,000
|
|
Equity
compensation plans not approved by security holders
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
75,000
|
|
$
|
15.00
|
|
|
25,000
|
|
SHAREHOLDER
PROPOSALS
A
shareholder intending to present a proposal to be included in our proxy
statement for our 2009 annual meeting of shareholders must deliver a proposal,
in accordance with the requirements of Rule 14a-8 under the Exchange Act, to
our
corporate secretary at our principal executive office no later than October
18,
2008. A shareholder’s notice to the corporate secretary must set forth as to
each matter the shareholder proposes to bring before the meeting
• |
a
brief description of the business desired to be brought before the
meeting
and the reasons for conducting such business at the
meeting,
|
• |
the
name and record address of the shareholder proposing such
business,
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• |
the
number of shares of our common stock that are beneficially owned
by the
shareholder, and
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• |
any
material interest of the shareholder in such
business.
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A
shareholder may also present a proposal directly to our shareholders at the
annual meeting. However, if we do not receive notice of the shareholder proposal
prior to the close of business on January 2, 2009, SEC rules permit management
to vote proxies in their discretion on the proposed matter. If we receive notice
of the shareholder proposal on or before the close of business on January 2,
2009, management can only vote proxies in their discretion if they advise
shareholders in our 2009 proxy statement about the nature of the proposed matter
and how management intends to vote on the matter.
OTHER
MATTERS
Our
board
of directors is not aware of any other matters to be submitted at the annual
meeting. If any other matters properly come before the annual meeting, it is
the
intention of the persons named in the accompanying proxy to vote the shares
they
represent as the board of directors may recommend.
You
are
urged to sign and return your proxy promptly to make certain your shares will
be
voted at the annual meeting. For your convenience, a return envelope is enclosed
requiring no additional postage if mailed in the United States.
By
Order
of the Board of Directors,
Stanley
G. Sleve
Vice
President - Administration and Corporate Secretary
February
21, 2008
[FRONT]
PROXY
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CORNING
NATURAL GAS CORPORATION
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PROXY
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ANNUAL
MEETING OF SHAREHOLDERS
April
1, 2008
330
West William Street
PO
Box 58
Corning,
New York 14830
10:00
a.m. local time
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Firouzeh Sarhangi and Stanley G. Sleve the proxy
or
proxies of the undersigned to attend the Annual Meeting of Shareholders of
Corning Natural Gas Corporation to be held on April 1, 2008, at 330 West
William
Street, Corning, New York 14830, beginning at 10:00 a.m. local time, and
any
adjournments, and to vote all shares of stock that the undersigned would
be
entitled to vote if personally present in the manner indicated below, and
on any
other matters properly brought before the Meeting or any adjournments thereof,
all as set forth in the February 21, 2008 Proxy Statement. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting, Proxy Statement
and
Annual Report of Corning Natural Gas Corporation.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL
NOMINEES.
1.
|
Election
of Henry B. Cook, Jr., Michael I. German, Ted W. Gibson, Richard
M.
Osborne, Stephen G. Rigo, Thomas J. Smith and George J. Welch as
directors.
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FOR,
EXCEPT WITHHELD FROM THE FOLLOWING NOMINEE(S): /
/ |
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_______________________________________________________________________ |
THIS
PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE DATE, SIGN AND RETURN
PROMPTLY.
[BACK]
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|
(Signature
should be exactly as name or names appear on this proxy. If stock
is held
jointly each holder should sign. If signature is by attorney, executor,
administrator, trustee or guardian, please give full
title.)
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Dated:_______________________________,
2008
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_________________________________________
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Signature
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_________________________________________
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Signature
if held jointly
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I
plan to attend the meeting: Yes □ No
□
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This
proxy will be voted FOR all nominees unless otherwise indicated, and in the
discretion of the proxies on all other matters properly brought before the
meeting.