ONE Gas, Inc 8-K, filed Jul 21, 2020
ONE Gas, Inc. (OGS)
About this 8-K
ONE Gas, Inc filed this 8-K on July 21, 2020, reporting on events of July 20, 2020.
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) J uly 21, 2020
(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 No.) |
(Address of principal executive offices)
(Zip code)
(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 | ||
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. |
ONE Gas, Inc. (“ONE Gas” or the “Company”) announced today that its Board of Directors elected Curtis L. Dinan to serve as the Company’s senior vice president and chief commercial officer and Robert S. McAnnally to serve as the Company’s senior vice president and chief operating officer, effective July 20, 2020.
Mr. Dinan, 53, served as the Company’s senior vice president, commercial from March 2019 to present. He served as the Company’s senior vice president and chief financial officer from 2018 to 2019 and as the Company’s senior vice president, chief financial officer and treasurer from the Company’s separation from ONEOK in January 2014 (the “Separation”) to 2018. 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 from 2011 to the Separation. Before that, Mr. Dinan was senior vice president, chief financial officer and treasurer of ONEOK and ONEOK Partners from 2007 - 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.
Mr. McAnnally, 56, served as the Company’s senior vice president, operations from March 2015 to present. He served as the senior vice president of customer service and marketing for Alagasco, the largest natural gas distribution company in Alabama, from 2014 to 2015.
Messrs. Dinan and McAnnally are eligible to participate in the benefit plans described under the “Compensation Discussion and Analysis” on pages 39 through 50 of the ONE Gas, Inc. Proxy Statement relating to its 2020 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 1, 2020 (and such descriptions are incorporated herein by this reference).
There are no arrangements or understandings between either Mr. Dinan or Mr. McAnnally and any other person pursuant to which either of them was selected as an officer, and there are no family relationships between either Mr. Dinan or Mr. McAnnally and any director or executive officer of the Company. Neither Mr. Dinan nor Mr. McAnnally 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 July 21, 2020, the Company announced that its Board of Directors elected Curtis L. Dinan to serve as the Company’s senior vice president and chief commercial officer and Robert S. McAnnally to serve as the Company’s senior vice president and chief operating officer, effective July 20, 2020. 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 hereto, 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 Number |
Description | |
| 99.1 | News release issued by ONE Gas, Inc. dated July 21, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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 21, 2020 |
By: | /s/ Caron A. Lawhorn | ||||
| Caron A. Lawhorn Senior Vice President and Chief Financial Officer | ||||||
3
Exhibit 99.1
| July 21, 2020 | Analyst Contact: Brandon Lohse | |
| 918-947-7472 | ||
| Media Contact: Leah Harper | ||
| 918-947-7123 | ||
ONE Gas Announces Management Advancements
to Further Leadership Development
TULSA, Okla. – July 21, 2020 – ONE Gas, Inc. (NYSE: OGS) today announced that its Board of Directors elected Curtis L. Dinan to serve as the Company’s senior vice president and chief commercial officer and Robert S. McAnnally to serve as the Company’s senior vice president and chief operating officer. Dinan, currently senior vice president of commercial will assume the additional responsibilities for community relations activities along with his current functions of commercial activities, rates and regulatory, government affairs and customer service functions. McAnnally, currently senior vice president of operations will assume the additional responsibilities for the company’s administrative functions, including human resources and information technology. Both Caron A. Lawhorn, senior vice president and chief financial officer, and Joseph L. McCormick, senior vice president and general counsel, responsibilities remain unchanged. All four will continue to report to ONE Gas president and chief executive officer, Pierce H. Norton II.
“We are fortunate to have talented leaders who can further expand their leadership experience and capabilities,” Norton said. “Our actions today will broaden our leadership team’s depth and our ability to maximize opportunities for our company.
“Sid and Curtis are trusted leaders who have helped drive our company’s success. I am excited to see how, in their expanded roles, working alongside Caron and Joe, each will continue to execute on our strategic plan and further deliver the potential of this great company,” concluded Norton.
Download photos and full bio of McAnnally, Dinan, Lawhorn and McCormick.
BIOGRAPHICAL INFORMATION
Robert S. McAnnally
Mr. McAnnally has served as the Company’s senior vice president, operations, for the past five years. He is responsible for operations of its three natural gas utilities – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service. Prior to joining ONE Gas, Mr. McAnnally served as senior vice president of customer service and marketing for Alabama Gas Corporation, where he was responsible for all
customer-facing activities of the company. Before joining Alabama Gas, Mr. McAnnally practiced law, representing utility, financial and corporate clients. He is a member of the Leadership Council of the American Gas Association, serves as the chair of the Board of Trustees for the American Gas Foundation and is active in several other industry associations.
Curtis L. Dinan
Mr. Dinan has served as the Company’s senior vice president, commercial, from March 2019 to present. He is responsible for the commercial activities of its three natural gas utilities – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service. He served as the Company’s senior vice president and chief financial officer from 2018 to 2019 and as the Company’s senior vice president, chief financial officer and treasurer from the Company’s separation from ONEOK in 2014 (the “Separation”) to 2018. 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 from 2011 to the Separation. Before that, Mr. Dinan was senior vice president, chief financial officer and treasurer of ONEOK and ONEOK Partners from 2007 - 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.
For more information, visit www.onegas.com
| ONE Gas, Inc. (NYSE: OGS) is a 100% 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.
ONE Gas, headquartered in Tulsa, Oklahoma, provides natural gas distribution services to more than 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, visit the website at www.onegas.com. |
||||
###