8-K
ATMOS ENERGY CORP (ATO)
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
May 30, 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<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 1800 THREE LINCOLN CENTRE,<br> <br>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<br> <br>Symbol | Name of each exchange<br> <br>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 May 30, 2022, John C. Ale was elected to the Board of Directors of the Company, effective June 1, 2022, with his term expiring at the 2023 annual meeting of shareholders on February 8, 2023. Mr. Ale was appointed to serve on the Corporate Responsibility, Sustainability, & Safety Committee and Human Resources Committee of the Board of Directors, effective June 1, 2022. Mr. Ale will participate in all applicable compensation and benefit plans offered by the Company to our directors. In connection with his election, on June 15, 2022, Mr. Ale 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 June 1, 2022, announcing Mr. Ale’s election to the Board of Directors is filed herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit Number | Description |
| --- | --- |
| 99.1 | News Release issued by Atmos Energy Corporation dated June 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 1, 2022 | By: | /s/ KAREN E. HARTSFIELD |
| Karen E. Hartsfield | ||
| Senior Vice President, General Counsel and<br> <br>Corporate Secretary |
EX-99.1
Exhibit 99.1
News Release
Analyst and Media Contact:
Dan Meziere
(972) 855-3729
Atmos Energy Corporation Names
John C. Ale to Board of Directors
DALLAS (June 1, 2022)-Atmos Energy Corporation (NYSE: ATO) announced today that John C. Ale has been elected to its board of directors. His election, effective June 1, 2022, will increase the size of the board to 11 directors.
Ale was formerly Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company, an independent energy company engaged in natural gas, natural gas liquids and oil exploration, development, production and marketing.
Ale has over 30 years’ experience in the energy industry, including Vice President and General Counsel of Occidental Petroleum Corporation from April 2012 to November 2013, and he served as external counsel to the industry as a partner with Skadden, Arps, Slate, Meagher & Flom LLP since 2002. Previously, Ale was a partner with Vinson & Elkins LLP.
“John is an excellent addition to our Board. He has extensive experience in the energy sector as well as significant knowledge of environmental, social, and governance issues relating to the industry. As General Counsel, he participated in the development of Southwestern Energy Company’s cyber security policy and was regularly involved in management, Audit Committee, and Board of Directors’ discussions of cyber matters. John 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, affordable, efficient and abundant natural gas to more than 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.