--09-30
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): April 7, 2022
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 April 7, 2022, the RGC Resources Board of Directors (the "Board") approved the appointment of Robert Johnston to the Board as a Class B director. This appointment was a condition of the Purchase Agreement ("Agreement") entered into between RGC Resources, Inc. (the "Company") and the Article 6 Marital Trust Under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007 (the "Trust") as disclosed in the Form 8-K filed by the Company on March 28, 2022. Robert Johnston currently serves as chief strategy officer of The InterTech Group, Inc., an entity affiliated with the Trust. Robert Johnston is not currently assigned to any Board Committee.
A copy of the Company's press release announcing appointment of Robert Johnston is attached hereto as Exhibit 99.1.
| ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On April 7, 2022, the Board of Directors of RGC Resources, Inc. voted to amend and restate the Company's Bylaws to increase the number of directors from the current nine members to ten members. The amendment does not change the term of any current director. The increase to ten directors coincides with the appointment of Robert Johnston as a Class B director.
| ITEM 9.01. | FINANCIAL STATEMENT AND EXHIBITS |
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.
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| | | | | | RGC RESOURCES, INC. |
| | | | | | |
| Date: April 8, 2022 | | | | By: | /s/ Jason A. Field |
| | | | | | Jason A. Field |
| | | | | | Vice President, Chief Financial Officer and Treasurer |
| | | | | | (Principal Financial Officer) |
| | | | | | |
