| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 7, 2019, Philip C. Ackerman notified National Fuel Gas Company (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), pursuant to the director age provision set forth in the Company’s 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. Ackerman’s resignation is not due to any disagreement with the Board or the Company on any matter relating to the Company’s operations, policies or practices.
At the Annual Meeting, the Company’s 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 Company’s 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 | Submission of Matters to a Vote of Security Holders. |
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 anon-binding advisory vote, approved the 2010 Equity Compensation Plan, approved the amended and restated 2009Non-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; BrokerNon-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; BrokerNon-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; BrokerNon-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; BrokerNon-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; BrokerNon-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; BrokerNon-Votes, 10,273,286.
The vote with respect to approval of the amended and restated 2009Non-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; BrokerNon-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; BrokerNon-Votes, 0.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
