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): May 26, 2021
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Virginia | | 000-26591 | | 54-1909697 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
519 Kimball Ave., N.E. Roanoke, Virginia | | 24016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 540-777-4427
(Former name or former address, if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
| ☐ | 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Common Stock, $5 Par Value | RGCO | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.
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 May 26, 2021 the Board of Directors of RGC Resources, Inc. (the "Company") approved an increase in the annual salary of Lawrence T. Oliver, Interim CFO, Corporate Secretary and Treasurer, from $184,000 to $200,000, effective June 1, 2021. As a result of the increase in salary, Mr. Oliver's incentive compensation under the Compensation Committee's Performance Incentive Plan was revised as follows:
| Name | Type | Metric | | Threshold | | | Target | | | Maximum | |
| Lawrence T. Oliver | Cash | Performance Achievements | | $ | - | | | $ | 50,000 | | | $ | 80,000 | |
| | Equity | Earnings | | | - | | | | 50,000 | | | | 90,000 | |
| ITEM 9.01. | FINANCIAL STATEMENT AND EXHIBITS |
| (d) Exhibits. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | |
| | | | | | RGC RESOURCES, INC. |
| | | | | | |
| Date: June 2, 2021 | | | | By: | /s/ Paul W. Nester |
| | | | | | Paul W. Nester |
| | | | | | President and Chief Executive Officer |
| | | | | | (Principal Executive Officer) |
| | | | | | |
