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) J uly 21, 2020

(Date of earliest event reported) July 20, 2020

 

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

Oklahoma		001-36108		46-3561936
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 East Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 947-7000

(Registrant’s telephone number, including area code)

Not Applicable

(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 communication 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.01 per share		OGS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ONE Gas, Inc. (“ONE Gas” or the “Company”) announced today that its Board of Directors elected Curtis L. Dinan to serve as the Company’s senior vice president and chief commercial officer and Robert S. McAnnally to serve as the Company’s senior vice president and chief operating officer, effective July 20, 2020.

Mr. Dinan, 53, served as the Company’s senior vice president, commercial from March 2019 to present. He served as the Company’s senior vice president and chief financial officer from 2018 to 2019 and as the Company’s senior vice president, chief financial officer and treasurer from the Company’s separation from ONEOK in January 2014 (the “Separation”) to 2018. He served as president, natural gas, of ONEOK Partners, responsible for commercial activities in its natural gas gathering and processing and natural gas pipelines segments from 2011 to the Separation. Before that, Mr. Dinan was senior vice president, chief financial officer and treasurer of ONEOK and ONEOK Partners from 2007 - 2011. He served on the ONEOK Partners board of directors from October 2007 to March 2011. He joined ONEOK in 2004 as vice president and chief accounting officer, after being an audit partner with Arthur Andersen LLP and Grant Thornton LLP.

Mr. McAnnally, 56, served as the Company’s senior vice president, operations from March 2015 to present. He served as the senior vice president of customer service and marketing for Alagasco, the largest natural gas distribution company in Alabama, from 2014 to 2015.

Messrs. Dinan and McAnnally are eligible to participate in the benefit plans described under the “Compensation Discussion and Analysis” on pages 39 through 50 of the ONE Gas, Inc. Proxy Statement relating to its 2020 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 1, 2020 (and such descriptions are incorporated herein by this reference).

There are no arrangements or understandings between either Mr. Dinan or Mr. McAnnally and any other person pursuant to which either of them was selected as an officer, and there are no family relationships between either Mr. Dinan or Mr. McAnnally and any director or executive officer of the Company. Neither Mr. Dinan nor Mr. McAnnally has any direct or indirect interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure

On July 21, 2020, the Company announced that its Board of Directors elected Curtis L. Dinan to serve as the Company’s senior vice president and chief commercial officer and Robert S. McAnnally to serve as the Company’s senior vice president and chief operating officer, effective July 20, 2020. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed in Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit Number		Description
99.1		News release issued by ONE Gas, Inc. dated July 21, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

						ONE Gas, Inc.
Date: July 21, 2020				By:		/s/ Caron A. Lawhorn
						Caron A. Lawhorn Senior Vice President and Chief Financial Officer

 

3