Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 7, 2019, Philip C. Ackerman notified National Fuel Gas Company (the
Company) of his resignation from the Companys Board of Directors (the Board), pursuant to the director age provision set forth in the Companys Corporate Governance Guidelines. The resignation was effective as of
the start of the 2019 Annual Meeting of Stockholders (the Annual Meeting), which was held on March 7, 2019. Mr. Ackermans resignation is not due to any disagreement with the Board or the Company on any matter relating to the
Companys operations, policies or practices.
At the Annual Meeting, the Companys stockholders approved amendments to the National Fuel Gas
Company 2010 Equity Compensation Plan (Amended and Restated December 5, 2018) (the 2010 Equity Compensation Plan) to, among other matters, increase by 2,700,000 the number of shares of Company common stock authorized for issuance under
the 2010 Equity Compensation Plan and to extend the termination date of the 2010 Equity Compensation Plan by five years to March 11, 2025. A description of the terms and conditions of the 2010 Equity Compensation Plan was included in the
Companys Proxy Statement filed with the Securities and Exchange Commission on January 18, 2019. The full text of the 2010 Equity Compensation Plan is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was held on March 7, 2019. At that meeting, the stockholders elected David C. Carroll, Steven C. Finch, Joseph N. Jaggers and David F.
Smith as directors for three-year terms. The stockholders also approved named executive officer compensation in a
non-binding
advisory vote, approved the 2010 Equity Compensation Plan, approved the amended and
restated 2009
Non-Employee
Director Equity Compensation Plan, and ratified the appointment of an independent registered public accounting firm.
The vote with respect to Mr. Carroll was as follows: For, 62,963,942 (90.4% of the votes cast); Withheld, 6,715,088; Broker
Non-Votes,
10,273,286. The vote with respect to Mr. Finch was as follows: For, 63,331,999 (90.9% of the votes cast); Withheld, 6,347,031; Broker
Non-Votes,
10,273,286.
The vote with respect to Mr. Jaggers was as follows: For, 63,292,625 (90.8% of the votes cast); Withheld, 6,386,405; Broker
Non-Votes,
10,273,286. The vote with respect to Mr. Smith was as follows:
For, 62,999,633 (90.4% of the votes cast); Withheld, 6,679,397; Broker
Non-Votes,
10,273,286.
The advisory vote
with respect to approval of named executive officer compensation was as follows: For, 60,731,074 (94.9% of the votes cast); Against, 3,251,264; Abstain, 5,696,692; Broker
Non-Votes,
10,273,286.
The vote with respect to approval of the 2010 Equity Compensation Plan was as follows: For, 62,757,237 (90.8% of the votes cast); Against, 6,321,993; Abstain,
599,800; Broker
Non-Votes,
10,273,286.
The vote with respect to approval of the amended and restated 2009
Non-Employee
Director Equity Compensation Plan was as follows: For, 66,973,486 (97.0% of the votes cast); Against, 2,105,380; Abstain, 600,164; Broker
Non-Votes,
10,273,286.
The vote with respect to ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm was as follows:
For, 77,671,734 (97.6% of the votes cast); Against, 1,944,566; Abstain, 336,016; Broker
Non-Votes,
0.