ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.



Appointment of new CFO

On December 20, 2019, RGC Resources, Inc. ("Resources" or the "Company") announced the hiring of Randall Burton effective January 16, 2020. Mr. Burton will be appointed Vice President, Chief Financial Officer, Treasurer and Secretary to succeed Paul W. Nester who will become President and CEO of RGC Resources in February following the retirement of the current CEO, John S. D'Orazio. Upon his appointment, Mr. Burton will serve as the Company's principal financial officer and principal accounting officer.

There is no arrangement or understanding between Mr. Burton and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Burton and any of the Company's other directors or executive officers. Additional information about Mr. Burton is provided below:

Mr. Burton, age 47, previously served as partner with Brown, Edwards and Company, L.L.P. ("Brown Edwards"), a regional CPA firm that provides audit, tax and consulting services to public and private businesses from May 2019 through January 2020. Prior to joining Brown Edwards, Mr. Burton was a partner for Cherry Bekaert, LLP, a large regional CPA firm that provides audit, tax and consulting services to its clients from November 2010 to April 2019. Mr. Burton holds a BS degree in business administration and accounting from Emory and Henry College.

Mr. Burton's initial salary will be $240,000; however, any performance or incentive compensation will not be determined until the time he assumes the position of Chief Financial Officer.

Brown Edwards and Resources' Audit Committee have both affirmed Brown Edwards' independence, as defined by SEC, NASDAQ and PCAOB standards, with respect to the fiscal 2019 Resources financial statement audit and any future engagements between both parties.

A copy of the Company's press release announcing Mr. Burton's hire is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d)   Exhibits.
99.1   Press release dated December 20, 2019

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