rgco20260126_8k.htm
false 0001069533 0001069533 2026-01-26 2026-01-26
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 (Date of Earliest Event Reported): January 26, 2026
 
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
 
Virginia
000-26591
54-1909697
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
519 Kimball Ave., N.E. Roanoke, Virginia
24016
(Address of principal executive offices)
(Zip Code)
 
s telephone number, including area code: 540-777-4427
 
 
(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 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
Name of Each Exchange on Which Registered
Common Stock, $5 Par Value
RGCO
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.
 
 
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 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On January 26, 2026, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors, to authorize an additional 50,000 Common Shares of the Company for issuance under the Stock Bonus Plan and to hold a non-binding shareholder advisory vote on named executive compensation.  The voting results are provided below.
 
Shareholders elected the nominees for Class B directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2029:
 
Director
Shares For
Shares Withheld
Jacqueline L. Archer
7,182,935
75,874
Frank Russell Ellett
7,199,997
58,812
Robert B. Johnston
6,968,792
290,017
 
T. Joe Crawford, Maryellen Goodlatte and Paul W. Nester continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2027.  Abney S. Boxley III, Elizabeth A. McClanahan and John B. Williamson III continue to serve as Class A directors until the Annual Meeting of Shareholders to be held in 2028.
 
Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Deloitte & Touche LLP as independent auditors for the fiscal year ending September 30, 2026, by the following vote:
 
Shares For
Shares Against
Shares Abstaining
8,534,492
 19,687 4,213
 
Shareholders approved an additional 50,000 Common Shares of the Company for issuance under the Stock Bonus Plan as indicated below:
 
Shares For
Shares Against
Shares Abstaining
7,100,740
 125,436 32,633
 
Shareholders approved executive compensation through a non-binding advisory vote as indicated below:
 
Shares For
Shares Against
Shares Abstaining
7,119,486
 98,873 40,450
 
The Company unanimously passed two resolutions to express appreciation for the service and contributions of two retiring Members of the Board of Directors, Nancy Howell Agee and J. Allen Layman.
 
ITEM 8.01
OTHER EVENTS.
 
The Company issued a press release on January 26, 2026, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on January 26, 2026. At the meeting of the Board of Directors following the annual meeting of shareholders, the Board of Directors elected John B. Williamson III as Chairman of the Board of RGC Resources, Inc. ("Resources") and Paul W. Nester as President and CEO of Resources.
 
The Board of Directors also elected the following senior officers of Resources: Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.  In addition, the Board of Directors elected the following senior officers of Roanoke Gas Company: Paul W. Nester, President and CEO, Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, Thomas P. Furcron, Vice President, Operations, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.
 
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information disclosed under this Item, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall they by deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
 
ITEM 9.01
 FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
  
99.1
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 this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
RGC RESOURCES, INC.
  
       
Date: January 28, 2026
By:
/s/ Timothy J. Mulvaney
  
 
 
 Timothy J. Mulvaney  
 
 
 Vice President, Treasurer and Chief Financial Officer  
 
 

Exhibit 99.1

 

 

 

NEWS RELEASE

 

 

RGC RESOURCES, INC.

 

Release Date: January 26, 2026
Contact: Paul W. Nester
  President and CEO
Telephone: 540-777-3837

 

RGC RESOURCES HOLDS

ANNUAL SHAREHOLDERS MEETING

 

ROANOKE, Va. (January 26, 2026)--RGC Resources, Inc. (NASDAQ: RGCO) announced the election of Directors at its shareholders meeting held on January 26, 2026.  Shareholders elected Jacqueline L. Archer, Frank Russell Ellett and Robert B. Johnston for three-year terms. Shareholders also ratified the appointment of Deloitte & Touche, LLP as auditors for fiscal 2026.

 

At a meeting of the Board of Directors, following the annual shareholders meeting, John B. Williamson III was elected Chairman of the Board and Paul W. Nester was elected President and CEO of RGC Resources, Inc.  The following RGC Resources senior officers were also elected:   Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, and C. Brooke Miles, Vice President, Human Resources and Community Engagement. In addition, Roanoke Gas Company, the largest subsidiary of RGC Resources, elected the following senior officers:  Paul W. Nester, President and CEO, Timothy J. Mulvaney, Vice President, Treasurer and CFO, Lawrence T. Oliver, Senior Vice President, Regulatory and External Affairs and Secretary, Thomas P. Furcron, Vice President, Operations, and C. Brooke Miles, Vice President, Human Resources and Community Engagement.

 

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries including Roanoke Gas Company and RGC Midstream, LLC.

 

From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.  Past performance is not necessarily a predictor of future results.