8-K
ONE Gas, Inc. (OGS)
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) | July 6, 2023 |
|---|---|
| (Date of earliest event reported) | June 29, 2023 |
ONE Gas, Inc.
(Exact name of registrant as specified in its charter)
| Oklahoma | 001-36108 | 46-3561936 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | 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 | |
|---|---|---|
| Directors<br><br><br><br>On June 29, 2023, we expanded our Board of Directors from eight to nine members and Deborah A.P. Hersman was appointed to the Board to fill the additional position. All the current directors will continue as members of the Board. There are no arrangements or understanding between or among any of our directors and any other persons pursuant to which he or she is continuing to serve as a director of the company. There are no family relationships between or among any of our directors and executive officers. There are no transactions or relationships between Ms. Hersman and the company that are reportable under Item 404(a) of Regulation S-K.<br><br><br><br>Deborah A.P. Hersman, 53, has over 30 years of government, nonprofit and private sector executive leadership experience in transportation, safety and policy. She is the former chair of the National Transportation Safety Board, chief executive officer of the National Safety Council and most recently served as the chief safety officer of Waymo, Google's self-driving car project. Ms. Hersman has experience working on transportation issues in the U.S. House of Representatives and the U.S. Senate, contributing to milestone legislation such as the Transportation Equity Act of the 21st Century, the Pipeline Safety Improvement Act and the Motor Carrier Safety Improvement Act, which created a new modal administration at the U.S. Department of Transportation. She earned a B.A. in political science and in international studies from Virginia Tech, and an M.S. in conflict analysis and resolution from George Mason University. She also serves on the board of directors of NiSource Inc., a publicly traded electric and gas utility.<br><br><br><br>Ms. Hersman will serve on the Board’s Audit, Corporate Governance and Executive Compensation Committees.<br><br><br><br>Director Compensation and Reimbursement<br><br><br><br>For her service on the Board through May 22, 2024, Ms. Hersman will receive an annual retainer of $95,000, prorated for the period of time from her appointment to the Board through May 22, 2024. Ms. Hersman will also receive the currently effective stock retainer of shares of our common stock with a value of $115,000 paid to the members of our Board, similarly prorated, which shares shall be issued pursuant to the Amended and Restated Equity Compensation Plan (2018). As a non-management director, Ms. Hersman will also be entitled to participate in our Deferred Compensation Plan for Non-Employee Directors described under “Director Compensation” on pages 19 through 21 of our Proxy Statement relating to our 2023 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 5, 2023 (as such description is incorporated herein by this reference). Additionally, Ms. Hersman will be reimbursed for expenses related to her attendance at Board and committee meetings. | ||
| Item 7.01 | Regulation FD Disclosure | |
| We issued a news release on June 29, 2023, announcing the appointment of Ms. Hersman to our Board, a copy of which is attached as Exhibit 99.1 and which 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<br>Number | Description | |
| 99.1 | News release issued by ONE Gas, Inc. datedJune 29, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 6, 2023 | By: | /s/ Caron A. Lawhorn |
| Caron A. Lawhorn<br>Senior Vice President and <br>Chief Financial Officer |
Document
Exhibit 99.1
| June 29, 2023 | Analyst Contact: | Erin Dailey<br>918-947-7411 |
|---|---|---|
| Media Contact: | Leah Harper<br>918-947-7123 |
ONE Gas Adds New Member to Board of Directors
TULSA, Okla. – June 29, 2023 – ONE Gas, Inc. (NYSE: OGS) has appointed Deborah Hersman to its board of directors, effective June 29, 2023, expanding its board from eight to nine members.
Hersman, 53, is the former chair of the National Transportation Safety Board, chief executive officer of the National Safety Council and most recently served as the chief safety officer of Waymo, Google’s self-driving car project. She has over 30 years of government, nonprofit and private sector executive leadership experience in transportation, safety and policy.
“Debbie Hersman brings a wealth of knowledge and experience to our board,” said John W. Gibson, ONE Gas chairman. “Her safety expertise and proven leadership capabilities will greatly benefit our board, shareholders and other stakeholders.”
Hersman has experience working on transportation issues in the U.S. House of Representatives and the U.S. Senate, contributing to milestone legislation such as the Transportation Equity Act of the 21st Century, the Pipeline Safety Improvement Act and the Motor Carrier Safety Improvement Act, which created a new modal administration at the U.S. Department of Transportation.
“It’s a pleasure to welcome a new member to the ONE Gas Board of Directors at the conclusion of a successful director selection process,” said Eduardo A. Rodriguez, chairman of the corporate governance committee. “Debbie is a visionary and brings skills and experience to the board that will further support our focus on safety and performance. We look forward to her contributions.”
Hersman earned a B.A. in political science and a B.A. in international studies from Virginia Tech, and an M.S. in conflict analysis and resolution from George Mason University. She currently serves on the board of directors of NiSource Inc., an electric and gas utility.
About ONE Gas, Inc.
ONE Gas, Inc. (NYSE: OGS) is a 100-percent regulated natural gas utility, and trades on the New York Stock Exchange under the symbol “OGS”. ONE Gas is included in the S&P MidCap 400 Index and is one of the largest natural gas utilities in the United States.
Headquartered in Tulsa, Oklahoma, ONE Gas provides a reliable and affordable energy choice to more than 2.3 million customers in Kansas, Oklahoma and Texas. Its divisions include Kansas Gas Service, the largest natural gas distributor in Kansas; Oklahoma Natural Gas, the largest in Oklahoma; and Texas Gas Service, the third largest in Texas, in terms of customers.
For more information and the latest news about ONE Gas, visit onegas.com and follow its social channels: @ONEGas, Facebook, LinkedIn and YouTube.
About Deborah Hersman
Since 2019, Ms. Hersman has served as a director of NiSource, an electric and gas utility serving 3.5 million consumers across six states. From 2020-2021, she was Chief Safety Officer/ Senior Advisor to Waymo, Google’s self-driving car project, a leading company in the mobility sector.
Ms. Hersman was the Chief Executive Officer of the National Safety Council from 2014–2019. The NSC is America’s foremost nonprofit safety advocate focused on eliminating the leading causes of preventable death in workplaces, on the road and in communities.
She served as a Board Member of the National Transportation Safety Board from 2004–2014 and as NTSB Chairman from 2009–2014. The NTSB is internationally recognized for investigations across all modes of transportation. She was nominated by both President Bush and President Obama and unanimously confirmed by the Senate four times.
She also served as a senior staffer focused on transportation issues in the U.S.House and U.S.Senate from 1992–2004, contributing to milestone legislation such as the Transportation Equity Act of the 21st Century, the Pipeline Safety Improvement Act, the Amtrak Reform and Accountability Act and the Motor Carrier Safety Improvement Act which created a new modal administration at the U.S.Department of Transportation.
Ms. Hersman earned a B.A.in political science and a B.A.in international studies from Virginia Tech and an M.S.in conflict analysis and resolution from George Mason University.