-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Em32tpUXQXfk/ovFlMDWn05QD5HCyPLzIi4t1B0g6sNPcSyOT2X+c1F/6uL/p4du 6KSPFG1MPvYZk2iOEwbq+w== 0001004155-07-000153.txt : 20071105 0001004155-07-000153.hdr.sgml : 20071105 20071105170644 ACCESSION NUMBER: 0001004155-07-000153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGL RESOURCES INC CENTRAL INDEX KEY: 0001004155 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 582210952 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14174 FILM NUMBER: 071214807 BUSINESS ADDRESS: STREET 1: TEN PEACHTREE PLACE CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4045844000 MAIL ADDRESS: STREET 1: TEN PEACHTREE PLACE STREET 2: DEPT. 1109 CITY: ATLANTA STATE: GA ZIP: 30309 8-K 1 form8k.htm FORM 8-K form8k.htm


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): October 31, 2007
     
     
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
     
Georgia
1-14174
58-2210952
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
     
     
Ten Peachtree Place NE, Atlanta, Georgia 30309
(Address and zip code of principal executive offices)
     
     
404-584-4000
(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 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))



 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chairman of the Board

On October 31, 2007, the Board of Directors of AGL Resources Inc. (the “Company”) appointed John W. Somerhalder II chairman of the board, making Mr. Somerhalder’s new title Chairman, President and Chief Executive Officer, effective October 31, 2007.  The Board also appointed D. Raymond Riddle Lead Director, effective October 31, 2007.  Mr. Riddle has been a member of the Company’s Board of Directors since May 1978 and prior to Mr. Somerhalder’s appointment served as chairman of the board.

A copy of the press release announcing these governance changes is attached to this report as exhibit 99.1.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.

Effective October 31, 2007, the Board amended the Company’s Guidelines on Significant Corporate Governance Issues (the “Guidelines”) to, among other things, define the role of the Lead Director.  Specifically, the Guidelines were amended by adding the following new paragraph:

6.           Lead Director

If the Chairman of the Board of Directors is an executive officer or employee of the Company, then the Board of Directors shall appoint, from among the independent directors, a Lead Director.  The Lead Director shall be appointed for a term ending on the earlier of (a) three years from the date of appointment or (b) the last day of the individual’s service on the Board of Directors.  The Lead Director shall: (a) serve as Chairman of the Executive Committee of the Board of Directors; (b) preside at the Executive Sessions of non-management directors; (c) collaborate with the Chief Executive Officer, the General Counsel and the Corporate Secretary on setting the annual calendar for all regular meetings of the Board and its standing committees; (d) maintain close contact with the chairmen of each standing committee; (e) oversee the Company’s policy on communications between shareholders or other interested parties and non-management directors; and (f) communicate the results of the annual evaluation of the Chief Executive Officer to the Chief Executive Officer on behalf of the Board of Directors.

As a result, the Board adopted a conforming amendment to the Company’s bylaws to reflect the role of Lead Director in chairing the Board’s Executive Committee.  A copy of the text of the amendment to the Company’s bylaws is attached to this report as exhibit 3.2.  A copy of the Guidelines as amended is available on the Company’s website at www.aglresources.com.

Item 9.01                                Financial Statements and Exhibits.

(d)  
Exhibits

Exhibit No.
Description
   
3.2
Text of amendment to Bylaws, effective October 31, 2007
   
99.1
Press release, dated November 5, 2007, announcing chairman of the board and lead director appointments



 

 
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.
 

 
 
AGL RESOURCES INC.
 
(Registrant)
 
 
Date:  November 5, 2007
/s/ Paul R. Shlanta
 
Executive Vice President, General Counsel and Chief Ethics and Compliance Officer




Exhibit Index

Exhibit No.
Description
   
3.2
Text of amendment to Bylaws,  effective October 31, 2007
   
99.1
Press release, dated November 5, 2007, announcing chairman of the board and lead director appointments




EX-3.2 2 exhibit3_2.htm BYLAWS, AS AMENDED ON OCTOBER 31, 2007 exhibit3_2.htm
 
 

 

Exhibit 3.2


The following amendment to the Bylaws was adopted by the Board of Directors on October 31, 2007:

The Bylaws of AGL Resources Inc. shall be amended by deleting the second sentence in the first paragraph of Section 3.1. and replacing in lieu thereof the following sentences:

“If a Lead Director shall have been appointed by the Board of Directors from among the independent directors, then the Lead Director shall serve as Chairman of the Executive Committee.  If no Lead Director shall have been appointed, then either the Chairman of the Board of Directors, a former Chairman of the Board or the Chief Executive Officer, as designated by the Board of Directors, shall serve as Chairman of the Executive Committee.”

 
 

 

EX-99.1 3 exhibit99_1.htm PRESS RELEASE, DATED NOVEMBER 5, 2007, ANNOUNCING CHAIRMAN OF THE BOARD AND LEAD DIRECTOR APPOINTMENTS exhibit99_1.htm


Exhibit 99.1


AGL Resources names president and CEO John Somerhalder chairman of the board

ATLANTA – Nov. 5, 2007 – AGL Resources [NYSE: ATG], an Atlanta-based energy services company with more than 2.2 million natural gas customers in six states, today announced that John W. Somerhalder II, the company’s president and CEO, has been named chairman of the board effective October 31, 2007. Mr. Somerhalder’s new title is Chairman, President and Chief Executive Officer.

The company also announced that the Board has appointed D. Raymond Riddle Lead Director, effective October 31, 2007.  Mr. Riddle has been a member of the company’s Board of Directors since May 1978, and prior to Mr. Somerhalder’s appointment served as chairman of the board.

Somerhalder has served as president and chief executive officer of AGL Resources since March 2006. Somerhalder joined AGL Resources from El Paso Corporation (NYSE: EP) where he spent almost 30 years with El Paso and its predecessor entities, rising through the ranks from engineer to president of El Paso Pipeline Group and executive vice president of El Paso Corporation.

Somerhalder serves on the board of the American Gas Association, the Gas Technology Institute, the Metro Atlanta Chamber of Commerce and Georgia Chamber of Commerce.  He was elected Director of Quicksilver Gas Services GP LLC in July 2007. He has served as past chairman of the Interstate Natural Gas Association of America (INGAA) and the INGAA Foundation. Somerhalder holds a Bachelor of Science degree in chemical engineering from the University of Arizona.

About AGL Resources
 
AGL Resources (NYSE: ATG), an Atlanta-based energy services company, serves more than 2.2 million customers in six states. The company also owns Houston-based Sequent Energy Management, an asset manager serving natural gas wholesale customers throughout the nation. As a 70 percent owner in the SouthStar partnership, AGL Resources markets natural gas to consumers in Georgia under the Georgia Natural Gas brand. The company also owns and operates Jefferson Island Storage & Hub, a high-deliverability natural gas storage facility near the Henry Hub in Louisiana. For more information, visit www.aglresources.com.


Contact:                 AGL Resources
John Kennedy
24-Hour Media Line: 1-866-757-6646
Office: 404-584-4319
Cell:  404-227-3565
jkennedy@aglresources.com



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