8-K
0000731802 false 0000731802 2024-09-10 2024-09-10 0000731802 stpr:VA 2024-09-10 2024-09-10

 

 

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

September 10, 2024

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 5.02.

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

 

  (d)

On September 10, 2024, Telisa Toliver was elected to the Board of Directors of the Company, effective September 10, 2024, with her term expiring at the 2025 annual meeting of shareholders on February 5, 2025. Ms. Toliver will participate in all applicable compensation and benefit plans offered by the Company to our directors. In connection with her election, on October 1, 2024, Ms. Toliver will receive 1,000 share units which will vest and be distributed to her upon her separation from service from the Board of Directors.

A copy of a news release issued on September 16, 2024, announcing Ms. Toliver’s election to the Board of Directors is filed herewith as Exhibit 99.1.

On September 10, 2024, Edward Geiser was elected to the Board of Directors of the Company, effective September 10, 2024, with his term expiring at the 2025 annual meeting of shareholders on February 5, 2025. Mr. Geiser will participate in all applicable compensation and benefit plans offered by the Company to our directors. In connection with his election, on October 1, 2024, Mr. Geiser will receive 1,000 share units which will vest and be distributed to him upon his separation from service from the Board of Directors.

A copy of a news release issued on September 16, 2024, announcing Mr. Geiser’s election to the Board of Directors is filed herewith as Exhibit 99.2.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit
Number

   

Description

99.1    News Release issued by Atmos Energy Corporation dated September 16, 2024
99.2    News Release issued by Atmos Energy Corporation dated September 16, 2024

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: September 16, 2024     By:  

/s/ KAREN E. HARTSFIELD

      Karen E. Hartsfield
      Senior Vice President, General Counsel and
Corporate Secretary
EX-99.1

Exhibit 99.1

 

LOGO

News Release

Analyst and Media Contact: 

Dan Meziere

(972) 855-3729

Atmos Energy Corporation Names

Telisa Toliver to Board of Directors

DALLAS (September 16, 2024) - Atmos Energy Corporation (NYSE: ATO) announced today that Telisa Toliver has been elected to its board of directors, effective September 10, 2024.

Ms. Toliver currently serves as General Manager, Renewable Power for Chevron Pipeline and Power, a division of Chevron USA which manages Chevron’s interest in gas-fired and renewable power generation assets. In this role since 2019, Ms. Toliver leads all commercial, technical, and operations activities related to the integration of renewable power projects with Chevron’s global operations. Prior to this role, Ms. Toliver served as Vice President, Business Development and Strategy for Chevron Pipeline and Power, where she led business development and commercial functions in the pipeline and power business. She also served as a director on various joint venture boards. Prior to Chevron, Ms. Toliver began her career in the energy industry at Texaco working in natural gas sales, fuels management, business development, and strategic planning.

“Telisa is an excellent addition to our board. She has extensive experience in the energy sector as well as significant knowledge in a variety of areas, including governance, human resource management, supply chain and vendor management, environmental and sustainability issues, risk management, business development, and strategic planning. She will be a significant asset to our Board,” said Kim R. Cocklin, Chairman of the Board of Atmos Energy.

About Atmos Energy

Atmos Energy Corporation, an S&P 500 company headquartered in Dallas, is the country’s largest natural gas-only distributor. We safely deliver reliable, efficient and abundant natural gas to over 3.3 million distribution customers in over 1,400 communities across eight states located primarily in the South. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. Atmos Energy manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Find us online at http://www.atmosenergy.com, Facebook, Twitter, Instagram and YouTube.

EX-99.2

Exhibit 99.2

 

LOGO

   News Release

Analyst and Media Contact: 

Dan Meziere

(972) 855-3729

Atmos Energy Corporation Names

Edward Geiser to Board of Directors

DALLAS (September 16, 2024) - Atmos Energy Corporation (NYSE: ATO) announced today that Edward Geiser has been elected to its board of directors, effective September 10, 2024.

Mr. Geiser is the Executive Managing Partner of Juniper Capital Advisors, L.P. and the head of the Investment Committee for the firm and its funds. Prior to the formation of Juniper Capital, Mr. Geiser was a Managing Director at Och-Ziff Capital Management where he focused on Och-Ziff’s private investing activity in the energy industry from 2008 to 2013. Prior to Och-Ziff, Mr. Geiser worked at each of the Merrill Lynch and Morgan Stanley Investment Banking Groups where he provided strategic advisory and capital markets services to companies involved in the energy industry.

From January 2021 to June 2023, Mr. Geiser served as Chairman of the Board of Ranger Oil Corporation, a formerly publicly traded oil and gas company. He was also chair of the Nomination, Environmental, Social and Governance Committee and a member of the Compensation Committee.

“Eddie has a significant amount of experience in the energy sector and brings to the Board of Directors many years of management in public and private finance. He will add significant value to the Board’s strategic and financial discussions. He also brings to the table experience in executive compensation matters. Eddie will be a significant asset to our Board,” said Kim R. Cocklin, Chairman of the Board of Atmos Energy.

About Atmos Energy

Atmos Energy Corporation, an S&P 500 company headquartered in Dallas, is the country’s largest natural gas-only distributor. We safely deliver reliable, efficient and abundant natural gas to over 3.3 million distribution customers in over 1,400 communities across eight states located primarily in the South. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. Atmos Energy manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Find us online at http://www.atmosenergy.com, Facebook, Twitter, Instagram and YouTube.