ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 1, 2021, the Company held its Annual Meeting of Shareholders to
elect three directors, to ratify the selection of independent auditors 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 C directors as listed below to serve
a three-year term expiring at the Annual Meeting of Shareholders to be held in
Director Shares For Shares Withheld Broker Non Votes
T. Joe Crawford 4,191,944 507,263 1,430,596
Maryellen F. Goodlatte 4,047,673 651,534 1,430,596
Paul W. Nester 4,655,064 44,143 1,430,596
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. Nancy Howell Agee, J. Allen Layman and Jacqueline L. Archer continue to
serve as Class B directors until the Annual Meeting of Shareholders to be held
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, 2021, by the following vote:
Shares For Shares Against Shares Abstaining
6,025,538 96,008 8,257
Shareholders approved executive compensation through a non-binding advisory vote
as indicated below:
Shares For Shares Against Shares Abstaining Broker Non Votes
3,510,341 1,123,634 65,232 1,430,596
ITEM 8.01 OTHER EVENTS.
The Company issued a press release on February 1, 2021, announcing, among other
things, the election of three Directors at its annual meeting of shareholders
held on February 1, 2021 and the appointment of external auditors for the
current fiscal year. 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.
The Board of Directors elected the following senior officers of RGC Resources:
Randall P. Burton, II, Vice President, CFO, Secretary and Treasurer; Lawrence T.
Oliver, Assistant Secretary/Assistant 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 and
Assistant Secretary/Assistant Treasurer; Carl J. Shockley, Jr., Vice President
and Chief Operating Officer; and Robert L. Wells, II, Vice President, Customer
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.
99.1 Annual Shareholders Meeting Press Release dated February 1, 2021
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