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): December 8, 2016
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2016, the Board of Directors (“Board”) of National Fuel Gas Company (the “Company”) elected Thomas E. Skains to serve as a director of the Company, to hold office until the Company’s next Annual Meeting of Stockholders. Mr. Skains is the former Chairman, Chief Executive Officer and President of Piedmont Natural Gas Company, Inc. (“Piedmont”), a natural gas utility company, having served from 2002 as President, and from 2003 as Chairman and CEO until his retirement in October 2016. Mr. Skains has been named to the Board’s Nominating/Corporate Governance Committee.
The Company will compensate Mr. Skains in the same manner it compensates its other non-employee directors, as described at page 16 of the Company’s proxy statement filed January 22, 2016. In addition, like the Company’s other directors, Mr. Skains 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 December 14, 2016 regarding the election of Mr. Skains 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.
| NATIONAL FUEL GAS COMPANY | ||||||
| December 14, 2016 | By: | /s/ Sarah J. Mugel | ||||
| Sarah J. Mugel | ||||||
| Assistant Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99 | Press release furnished regarding election of new director | |