| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of National Fuel Gas Company (the “Company”), the Company’s stockholders approved the amended and restated National Fuel Gas Company 2010 Equity Compensation Plan (the “Revised 2010 Equity Compensation Plan”) to increase by 3,700,000 the number of shares of Company common stock, par value $1.00 per share, authorized for issuance under the Revised 2010 Equity Compensation Plan, to extend the termination date of the Revised 2010 Equity Compensation Plan by ten years to March 11, 2035, and to remove certain now-obsolete provisions relating to the potential design of tax-deductible awards under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Revised 2010 Equity Compensation Plan also provides that the Compensation Committee of the Board of Directors of the Company (the “Board”) will determine whether dividend equivalents are provided for performance shares and performance units awards, and that no dividend equivalents will be paid or provided for unvested restricted stock unit awards. Further, the Revised 2010 Equity Compensation Plan adds a provision regarding the applicability of the Company’s clawback policy to covered compensation (as that term is defined under the clawback policy) that results from awards granted under the Revised 2010 Equity Compensation Plan. A summary description of the terms and conditions of the Revised 2010 Equity Compensation Plan was included in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2024. The full text of the Revised 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. |
At the Annual Meeting, the stockholders elected David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski as directors for one-year terms. The stockholders also approved named executive officer compensation in a non-binding advisory vote, approved the Revised 2010 Equity Compensation Plan, and ratified the appointment of an independent registered public accounting firm for fiscal 2024.
The votes with respect to the directors were as follows:
| | | | | | | | |
| | | For | | Percentage of Votes Cast For | | Withheld | | Broker Non-Votes |
David H. Anderson | | 70,476,950 | | 98.7% | | 947,527 | | 8,964,343 |
David P. Bauer | | 70,309,228 | | 98.4% | | 1,115,249 | | 8,964,343 |
Barabara M. Baumann | | 70,679,941 | | 99.0% | | 744,536 | | 8,964,343 |
David C. Carroll | | 67,131,348 | | 94.0% | | 4,293,129 | | 8,964,343 |
Steven C. Finch | | 68,414,425 | | 95.8% | | 3,010,052 | | 8,964,343 |
Joseph N. Jaggers | | 70,355,409 | | 98.5% | | 1,069,068 | | 8,964,343 |
Rebecca Ranich | | 67,476,581 | | 94.5% | | 3,947,896 | | 8,964,343 |
Jeffrey W. Shaw | | 68,448,734 | | 95.8% | | 2,975,743 | | 8,964,343 |
Thomas E. Skains | | 68,621,132 | | 96.1% | | 2,803,345 | | 8,964,343 |
David F. Smith | | 69,781,694 | | 97.7% | | 1,642,783 | | 8,964,343 |
Ronald J. Tanski | | 70,176,955 | | 98.3% | | 1,247,522 | | 8,964,343 |
The advisory vote with respect to approval of named executive officer compensation was as follows: For, 68,395,504 (96.4% of the votes cast); Against, 2,559,893; Abstain, 469,080; Broker Non-Votes, 8,964,343.
The vote with respect to approval of the Revised 2010 Equity Compensation Plan was as follows: For, 67,003,018 (94.3% of the votes cast); Against, 4,019,988; Abstain, 401,471; Broker Non-Votes, 8,964,343.
The vote with respect to ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2024 was as follows: For, 78,550,144 (97.9% of the votes cast); Against, 1,666,466; Abstain, 172,210; Broker Non-Votes, 0.
