ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.




On February 3, 2020, RGC Resources, Inc. issued a press release announcing the
results for the first quarter ending December 31, 2019. A copy of this press
release is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference.
            DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF

DIRECTORS;


            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF

ITEM 5.02 DERTAIN OFFICERS




On February 3, 2020, the Company formally appointed Randall P. Burton, II, Vice
President, CFO, Secretary and Treasurer for RGC Resources and its subsidiaries,
effective February 7, 2020, and Lawrence T. Oliver, Vice President, Regulatory
Affairs and Strategy for its utility subsidiary, Roanoke Gas Company, effective
February 3, 2020. As a result of these new appointments, the Board of Directors
approved the base salaries for 2020 and the Compensation Committee's Performance
Incentive Plan for the fiscal year ending September 30, 2020 for these named
executive officers. The cash incentive bonus for each officer is based 50% on
the individual's performance with respect to corporate objectives and 50% on a
target within a range of earnings results for fiscal 2020. The potential range
of incentive bonuses for each officer is provided below:
   Officer         2020 Salary             Metric             Type        Minimum        Target      Maximum
Randall P.
Burton, II       $     240,000     Performance & Earnings     Cash     $         -     $ 72,000     $ 90,000
                                          Earnings           Equity              -       48,000       72,000
Lawrence T.
Oliver                 160,000     Performance & Earnings     Cash               -       40,000       50,000
                                          Earnings           Equity              -       24,000       36,000

The Performance Incentive Plan for the other named executive officers was previously approved and reported on Form 8-K as filed November 26, 2019.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 3, 2020, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors, to increase the number of authorized shares of common stock and to hold a non-binding shareholder advisory vote on named executive compensation. The voting results are provided below.



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
2023:

      Director         Shares For    Shares Withheld    Broker Non Votes
Nancy Howell Agee       4,127,339            185,639           2,144,655
Jacqueline L. Archer    4,259,035             53,943           2,144,655
J. Allen Layman         4,087,798            225,180           2,144,655



T. Joe Crawford and Maryellen F. Goodlatte continue to serve as Class C
directors until the Annual Meeting of Shareholders to be held in 2021. 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 2022.
John S. D'Orazio stepped down from the Board of Directors commiserate with his
retirement as President and CEO of Resources. At its meeting on February 3,
2020, the Board of Directors appointed Paul W. Nester, incoming President and
CEO, to complete Mr. D'Orazio's term as a Class C Director.

Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, L.L.P. as independent auditors for the fiscal year ending September 30, 2020, by the following vote:



Shares For    Shares Against    Shares Abstaining
 6,386,934            56,010               14,689






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Shareholders approved an amendment to the Articles of Incorporation, pending the Virginia State Corporation Commission making it effective, to increase the number of authorized shares from 10 million to 20 million by the following vote:



Shares For    Shares Against    Shares Abstaining
 6,207,913           215,915               33,805



Shareholders approved executive compensation through a non-binding advisory vote
as indicated below:

Shares For    Shares Against    Shares Abstaining    Broker Non Votes
 4,146,947           107,155               58,876           2,144,655


ITEM 8.01 OTHER EVENTS.



The Company issued a press release on February 3, 2020, announcing, among other
things, the election of three Directors at its annual meeting of shareholders
held on February 3, 2020, the appointment of external auditors for the current
year and approval of an increase in the number of authorized shares of common
stock. At the meeting of the Board of Directors following the annual meeting of
shareholders, the Board of Directors elected John B. Williamson, III as Chairman
of the Board of RGC Resources, Inc. and Paul W. Nester as President and CEO of
RGC Resources, Inc. effective with Mr. D'Orazio's retirement on February 7,
2020. Mr. Nester was also appointed as a Class C director to complete the
remaining term of Mr. D'Orazio.

The Board of Directors elected the following senior officers of RGC Resources:
Randall P. Burton, II, Vice President, CFO, Secretary and Treasurer and Robert
L. Wells, II, Vice President and Chief Information Officer. The Board of
Directors also elected the following senior officers of Roanoke Gas Company:
Paul W. Nester, President and CEO; Randall P. Burton, II, Vice President, CFO,
Secretary and Treasurer, Lawrence T. Oliver, Vice President, Regulatory Affairs
and Strategy, Carl J. Shockley, Jr., Vice President and Chief Operating Officer;
and Robert L. Wells, II, Vice President, Customer Service. All appointments were
effective February 3, 2020, except for Mr. Burton's appointment as officer of
RGC Resources, Inc., which is effective February 7, 2020.

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 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.




99.1      First Quarter Earnings Results Press Release dated February 3, 2020.
99.2      Annual Shareholders Meeting Press Release dated February 3, 2020.

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