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): January 26, 2024
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 13e-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.
| | 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 4.01 | CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. |
The Audit Committee of the Board of Directors (the “Audit Committee”) of RGC Resources, Inc. (the “Company”) recently conducted an audit tender process to determine the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024. The Committee invited several PCAOB registered public accounting firms to participate in this process.
On January 26, 2024, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2024, effective immediately.
During the fiscal years ended September 30, 2022, and September 30, 2023, and the subsequent interim periods through January 26, 2024, neither the Company nor anyone acting on its behalf has consulted with Deloitte about (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The resignation of the Company’s former independent registered public accounting firm was reported on a Form 8-K filed on January 11, 2024.
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: January 30, 2024 | By: | /s/ Timothy J. Mulvaney | |
| | | Timothy J. Mulvaney | |
| | | Vice President, Treasurer and Chief Financial Officer | |
