Edgar Filing: NATIONAL FUEL GAS CO

NATIONAL FUEL GAS COMPANY

July 13, 2018

/s/ Sarah J. Mugel

Sarah J. Mugel

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2018

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)


New Jersey	1-3880	13-1086010
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6363 Main Street, Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2018, the Board of Directors (“Board”) of National Fuel Gas Company (the “Company”) elected Steven C. Finch to serve as a director of the Company, to hold office until the Company’s next Annual Meeting of Stockholders. Mr. Finch is Senior Vice President of Automotive Services at the Automobile Association of America Western and Central New York, and the former Plant Manager of General Motors’ Tonawanda, New York Engine Plant, one of the Western New York Region’s largest manufacturers. Mr. Finch has been named to the Board’s Nominating/Corporate Governance and Audit Committees.

The Company will compensate Mr. Finch in the same manner it compensates its other non-employee directors, as described at page 16 of the Company’s proxy statement filed January 19, 2018. In addition, like the Company’s other directors, Mr. Finch has received an indemnification agreement, the terms of which are described in the Company’s Form 8-K filed September 18, 2006.

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release dated July 12, 2018 regarding the election of Mr. Finch as a director is furnished as part of this Current Report as Exhibit 99.

Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 99 Press release furnished regarding election of new director

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.