Atmos Energy (ATO) 8-K Submission of Matters to a Vote of Security Holders

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

February 9, 2022

Date of Report (Date of earliest event reported)

ATMOS ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Texas AND Virginia	1-10042	75-1743247
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, Texas	75240
(Address of Principal Executive Offices)	(Zip Code)

(972) 934-9227

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock No Par Value	ATO	New York Stock Exchange

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 230.425)

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.07. Submission of Matters to a Vote of Security Holders.

At the company’s 2022 annual meeting of shareholders on February 9, 2022, of the total shares of common stock outstanding and entitled to vote, a total of 120,623,875 shares were represented, constituting a 90.89% quorum. The final results for each of the matters submitted to a vote of our shareholders at the annual meeting are as follows:

Proposal No. 1: All of the board’s nominees for director were elected by our shareholders to serve until the company’s 2023 annual meeting of shareholders or until their respective successors are elected and qualified, with the vote totals as set forth in the table below:

Nominee	For		Against		Abstain		Broker Non-Votes
J. Kevin Akers		109,988,004		538,523		106,874		9,990,474
Kim R. Cocklin		107,359,378		3,167,887		106,136		9,990,474
Kelly H. Compton		109,970,733		556,174		106,494		9,990,474
Sean Donohue		109,922,742		596,930		113,729		9,990,474
Rafael G. Garza		109,942,103		585,528		105,770		9,990,474
Richard K. Gordon		93,072,181		17,452,493		108,727		9,990,474
Nancy K. Quinn		93,298,830		17,240,256		94,315		9,990,474
Richard A. Sampson		109,855,776		666,544		111,081		9,990,474
Diana J. Walters		109,744,122		791,882		97,397		9,990,474
Frank Yoho		110,075,602		446,878		110,921		9,990,474

Proposal No. 2: The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2022 was ratified by our shareholders, with the vote totals as set forth in the table below:

For	Against	Abstain	Broker Non-Votes
114,371,517	6,139,084	113,274	—

Proposal No. 3: Our shareholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers for fiscal 2021, with the vote totals as set forth in the table below: 

For	Against	Abstain	Broker Non-Votes
104,843,216	5,166,362	623,823	9,990,474

Proposal No. 4: Our shareholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, with the vote totals as set forth in in the table below:

1 Year	2 Years	3 Years	Abstain	Broker Non-Vote
108,881,403	127,430	1,040,283	584,285	9,990,474

SIGNATURE

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.

	ATMOS ENERGY CORPORATION
	(Registrant)
DATE: February 11, 2022	By:	/s/ KAREN E. HARTSFIELD
		Karen E. Hartsfield
		Senior Vice President, General Counsel and Corporate Secretary