UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On March 16, 2021, National Fuel Gas Company (the “Company”) filed with the Treasurer of the State of New Jersey a Certificate of Amendment (the “Certificate of Amendment”) to amend its Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”). The Company’s stockholders approved the amendment of the Restated Certificate of Incorporation at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The amendment modifies the rights of holders of the Company’s common stock, par value $1.00 per share.
The amendment modifies Article SIXTH of the Restated Certificate of Incorporation to provide for the declassification of the Company’s Board of Directors over the next three years. Beginning at the Company’s 2022 annual meeting of stockholders, directors standing for election will be elected to one-year terms rather than three-year terms. By the 2024 annual meeting of stockholders, the Board of Directors will be completely declassified and all directors will stand for election annually.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which has been filed as Exhibit 3.1 hereto and is expressly incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on March 11, 2021. At the Annual Meeting, the stockholders elected David H. Anderson, David P. Bauer, Barbara M. Baumann and Rebecca Ranich as directors for three-year terms. The stockholders also approved named executive officer compensation in a non-binding advisory vote, approved the amendment of the Restated Certificate of Incorporation to declassify the Board of Directors and ratified the appointment of an independent registered public accounting firm for fiscal 2021.
The vote with respect to Mr. Anderson was as follows: For, 73,372,756 (99.1% of the votes cast); Withheld, 700,749; Broker Non-Votes, 8,915,344. The vote with respect to Mr. Bauer was as follows: For, 73,554,501 (99.3% of the votes cast); Withheld, 519,004; Broker Non-Votes, 8,915,344. The vote with respect to Ms. Baumann was as follows: For, 73,544,737 (99.3% of the votes cast); Withheld, 528,768; Broker Non-Votes, 8,915,344. The vote with respect to Ms. Ranich was as follows: For, 68,555,572 (92.6% of the votes cast); Withheld, 5,517,933; Broker Non-Votes, 8,915,344.
The advisory vote with respect to approval of named executive officer compensation was as follows: For, 71,145,042 (96.82% of the votes cast); Against, 2,334,805; Abstain, 593,658; Broker Non-Votes, 8,915,344.
The vote with respect to approval of the amendment of the Restated Certificate of Incorporation to declassify the Board of Directors was as follows: For, 72,768,750 (98.9% of the votes cast); Against, 841,438; Abstain, 463,317; Broker Non-Votes, 8,915,344.
The vote with respect to ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2021was as follows: For, 81,640,189 (98.7% of the votes cast); Against, 1,101,342; Abstain, 247,318; Broker Non-Votes, 0.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 3.1 | Certificate of Amendment of Restated Certificate of Incorporation, as amended, of National Fuel Gas Company | |||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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.
| NATIONAL FUEL GAS COMPANY | ||
| By: | /s/ Sarah J. Mugel | |
| Sarah J. Mugel | ||
| General Counsel & Secretary | ||
Dated: March 16, 2021