ONE Gas, Inc 8-K, filed Jun 3, 2021
ONE Gas, Inc. (OGS)
About this 8-K
ONE Gas, Inc filed this 8-K on June 3, 2021, reporting on events of June 2, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of report) June 3, 2021
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
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. |
On June 2, 2021, ONE Gas, Inc. (“ONE Gas” or the “Company”) announced that its Board of Directors elected Robert S. McAnnally to serve as the Company’s president and chief executive officer and Curtis L. Dinan to serve as the Company’s senior vice president and chief operating officer, effective June 28, 2021. Mr. McAnnally will also join the ONE Gas Board of Directors effective June 28, 2021.
Mr. McAnnally, 57, has served as the Company’s senior vice president and chief operating officer since July 2020. He served as the Company’s senior vice president, operations from March 2015 to July 2020. He worked with Alabama Gas Corporation, the largest natural gas distribution company in Alabama, from 2009 to 2015, serving as the senior vice president of customer service and marketing for nearly three years. Before joining Alabama Gas, McAnnally practiced law, representing utility, financial and corporate clients.
Mr. Dinan, 53, has served as the Company’s senior vice president and chief commercial officer since July 2020. He served as the Company’s senior vice president, commercial from March 2019 to July 2020, and as the Company’s senior vice president and chief financial officer from the Company’s separation from ONEOK, Inc. (“ONEOK”) in February 2014 until March 2019. 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. Before that, Mr. Dinan was senior vice president, chief financial officer and treasurer of ONEOK and ONEOK Partners from 2007 to 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.
Messrs. McAnnally and Dinan are eligible to participate in the benefit plans described under the “Compensation Discussion and Analysis” on pages 39 through 50 of the ONE Gas Proxy Statement relating to its 2021 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 7, 2021 (and such descriptions are incorporated herein by this reference).
There are no arrangements or understandings between either Mr. McAnnally or Mr. Dinan and any other person pursuant to which either of them was selected as an officer, and there are no family relationships between either Mr. McAnnally or Mr. Dinan and any director or executive officer of the Company. Neither Mr. McAnnally nor Mr. Dinan 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 June 2, 2021, the Company announced that its Board of Directors elected Robert S. McAnnally to serve as the Company’s president and chief executive officer and Curtis L. Dinan to serve as the Company’s senior vice president and chief operating officer, effective June 28, 2021. Mr. McAnnally will also join the ONE Gas Board of Directors effective June 28, 2021. 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, 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 other 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 June 2, 2021. | |
| 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 the report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| By: | /s/ Brian K. Shore | |||||
| Date: June 3, 2021 | Brian K. Shore | |||||
| Vice President, Associate General Counsel and Secretary | ||||||
Exhibit 99.1
|
News |
| June 2, 2021 | Analyst Contact: Brandon Lohse | |
| 918-947-7472 | ||
| Media Contact: Leah Harper | ||
| 918-947-7123 |
ONE Gas, Inc. Announces Robert S. McAnnally
as Next President and Chief Executive Officer
TULSA, Okla. – June 2, 2021 – ONE Gas, Inc. (NYSE: OGS) announced today that Robert S. McAnnally, current senior vice president and chief operating officer, will succeed Pierce H. Norton II as president and chief executive officer on June 28, 2021, at which time he will also join the ONE Gas Board of Directors. The company recently announced Norton’s retirement from ONE Gas as president and chief executive officer, effective June 27, 2021.
“I’m pleased to announce Sid McAnnally as president and CEO of ONE Gas” said Eduardo A. Rodriguez, lead independent director. “Since ONE Gas was formed in 2014, the entire management team has collaborated and executed on a common mission, vision and strategic plan with the guidance of its core values. The result is a culture that creates value for all stakeholders. Sid is a proven leader in the organization and in the industry, and his experience will be an asset as the company continues to focus on creating a sustainable energy future,” Rodriguez added.
McAnnally has been with ONE Gas for six years, when he joined the company as senior vice president of operations. He was promoted to chief operating officer in 2020, assuming the additional responsibilities for the company’s administrative functions, including human resources, and information technology. Prior to joining ONE Gas, McAnnally served as senior vice president of customer service and marketing for Alabama Gas Corporation. Before joining Alabama Gas, McAnnally practiced law, representing utility, financial and corporate clients. He served as the chair of the Board of Trustees for the American Gas Foundation and is active in serving other industry and community organizations.
McAnnally holds a Juris Doctorate from the University of Alabama and a Bachelor of Arts degree from Auburn University. He has also attended numerous Executive Education Programs at the Harvard Business School.
“I’m honored to have the opportunity to lead talented and dedicated employees,” said McAnnally. “The commitment of our people to provide safe and reliable natural gas service every day makes a difference to our customers and in our communities. I look forward to continuing our strong operational and financial performance by focusing on our competitive advantages to build a sustainable energy future.”
ONE Gas, Inc. Announces Robert S. McAnnally as Next President and Chief Executive Officer
Page 2
The company also announced Curtis L. Dinan, current senior vice president and chief commercial officer, will become senior vice president and chief operating officer and will assume the additional responsibilities for the company’s operations and safety functions along with his current functions of commercial activities, rates and regulatory, government affairs, community relations and customer service. Responsibilities of both Caron A. Lawhorn, senior vice president and chief financial officer, and Joseph L. McCormick, senior vice president and general counsel, remain unchanged.
Today’s announcement was the result of an ongoing succession planning process and oversight by the ONE Gas Corporate Governance Committee, led by Rodriguez. Following his retirement from ONE Gas, Norton has accepted the role of president and chief executive officer of ONEOK Inc. (NYSE: OKE).
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 2.2 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.