ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
1)C. Brooke Miles was appointed Vice President, Human Resources, Assistant Treasurer and Assistant Secretary ofRGC Resources, Inc. ("Resources").Mrs. Miles has been a member of the Company's management team since 2015.Mrs. Miles is not a named executive officer. 2)Lawrence T. Oliver , the current Vice President and Secretary of Resources was appointed as Senior Vice President, Regulatory and External Affairs, and Secretary of Resources.Mr. Oliver's compensation remains unchanged at this time. 3) After 38 years of service toResources andRoanoke Gas Company ,Robert L. Wells , II is stepping down from his role of Vice President and Chief Information Officer, Assistant Secretary and Assistant Treasurer of Resources.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
Shareholders elected the nominees for Class B directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2026:
Director Shares For Shares Withheld Broker Non Votes
Shareholders approved the selection by the Audit Committee of the Board of
Directors of the firm
Shares For Shares Against Shares Abstaining 7,512,378 98,470 31,099
Shareholders approved an additional 200,000 Common Shares of the Company for issuance under the Restricted Stock Plan for Outside Directors as indicated below:
Shares For Shares Against Shares Abstaining Broker Non Votes 5,832,249 173,500 51,467 1,584,731
Shareholders approved executive compensation through a non-binding advisory vote as indicated below:
Shares For Shares Against Shares Abstaining Broker Non Votes 5,905,714 88,366 63,136 1,584,731
Shareholders advisory vote on the recommended frequency of the non-binding vote on executive compensation is indicated below:
Shares For
1 Year 2 Years 3 Years Shares Abstaining 5,666,462 30,881 253,726 106,147
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ITEM 8.01. OTHER EVENTS.
The Company issued a press release on
The Board of Directors also elected the following senior officers of Resources:
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information disclosed under this Item, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall they by 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.
(d) Exhibits. 99.1 Annual Shareholders Meeting Press Release datedJanuary 23, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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