8-K

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): February 1, 2016

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)

Registrant’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 240.425)

¨ 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 1, 2016, RGC Resources, Inc. ("Resources" or "the Company") issued a press release announcing the first quarter results for the quarter ending December 31, 2015. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Approval of Bonuses for 2015 and 2016 Annual Base Salaries for Executive Officers

The Board of Directors approved the Compensation Committee's bonuses in respect of 2015 and annual base salaries in effect beginning February 1, 2016 for the executive officers.

The approved 2015 bonuses and 2016 salaries for the Company's executive officers are set forth below:

Officer	Title	Bonus		Salary
John S. D'Orazio	President and CEO	$	84,500	$	375,000
Paul W. Nester	Vice President, Secretary, Treasurer and CFO	39,000		215,000
Robert L. Wells, II	Vice President, Information Technology	30,000		170,000
Carl J. Shockley, Jr.	Vice President, Operations - Roanoke Gas Company	30,500		175,000

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 1, 2016, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors 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 A directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2019:

Director	Shares For	Shares Withheld	Broker Non Votes
Abney S. Boxley, III	2,275,490	12,481	1,663,530
S. Frank Smith	2,275,677	12,294	1,663,530
John B. Williamson, III	2,270,421	17,550	1,663,530

Nancy Howell Agee, J. Allen Layman and Raymond D. Smoot, Jr. continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2017. John S. D'Orazio, Maryellen F. Goodlatte and George W. Logan continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2018.

Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, LLP as independent auditors for the fiscal year ending September 30, 2016, by the following vote:

Shares For	Shares Against	Shares Abstaining
3,944,645	3,184	3,672

Shareholders approved executive compensation through a non-binding advisory vote as indicated below:

Shares For	Shares Against	Shares Abstaining	Broker Non Votes
2,185,736	56,339	45,896	1,663,530

ITEM 8.01 OTHER EVENTS.

The Company issued a press release on February 2, 2016, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 1, 2016 and the appointment of external auditors for the current year. At a meeting of the Board of Directors following the annual meeting of shareholders, the Board of Directors elected John B. Williamson, III as Chairman of RGC Resources, Inc. and John S. D'Orazio as President and CEO of RGC Resources, Inc.

The Board of Directors also elected the following senior officers: Paul W. Nester, Vice President, Secretary, Treasurer and CFO; Robert L. Wells, II, Vice President, Information Technology; and Carl J. Shockley, Vice President - Operations, Roanoke Gas Company.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information disclosed under this Item and Item 2.02, including Exhibits 99.1 and 99.2, 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 STATEMENT AND EXHIBITS.

99.1	Press Release dated February 1, 2016.
99.2	Press Release dated February 2, 2016.

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: February 3, 2016	By:	/s/ Paul W. Nester
	Paul W. Nester
	Vice President, Secretary, Treasurer and CFO

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	February 1, 2016
Contact:	Paul W. Nester
	Vice President and CFO
Telephone:	540-777-3837

RGC RESOURCES, INC.

FIRST QUARTER FINANCIAL RESULTS

ROANOKE, Va. (February 1, 2016)—RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $1,922,790 or $0.40 per average share outstanding for the quarter ended December 31, 2015. This compares to consolidated earnings of $1,924,376 or $0.41 per average share outstanding for the quarter ended December 31, 2014. CFO Paul Nester attributed the essentially flat earnings to slightly improved utility margins offset by higher depreciation.

Earnings for the twelve months ending December 31, 2015 were $5,092,829 or $1.08 per share compared to $4,910,028 or $1.04 per share for the twelve months ended December 31, 2014. Nester attributed the increase in earnings to improved utility margins, customer growth and lower interest expense.

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

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.

Net income for the three months ended December 31, 2015 is not indicative of the results to be expected for the fiscal year ending September 30, 2016 as quarterly earnings are affected by the highly seasonal nature of the business and weather conditions generally result in greater earnings during the winter months. Past performance is not necessarily a predictor of future results.

Summary financial statements for the first quarter and twelve months are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2015		2014		2015		2014
Revenues	$	16,010,056	$	21,250,065	$	62,949,598	$	76,255,005
Cost of sales	7,271,940		12,627,922		32,627,192		46,498,765
Gross margin	8,738,116		8,622,143		30,322,406		29,756,240
Other operating expenses, net	5,222,400		5,113,670		20,537,767		20,020,297
Interest expense	408,356		397,067		1,523,708		1,759,615
Income before income taxes	3,107,360		3,111,406		8,260,931		7,976,328
Income tax expense	1,184,570		1,187,030		3,168,102		3,066,300
Net income	$	1,922,790	$	1,924,376	$	5,092,829	$	4,910,028
Net earnings per share of common stock:
Basic	$	0.40	$	0.41	$	1.08	$	1.04
Diluted	$	0.40	$	0.41	$	1.07	$	1.04
Cash dividends per common share	$	0.2025	$	0.1925	$	0.7800	$	0.7475
Weighted average number of common shares outstanding:
Basic	4,748,279		4,721,490		4,734,962		4,718,257
Diluted	4,752,179		4,725,597		4,738,380		4,720,153

Condensed Consolidated Balance Sheets

(Unaudited)

	December 31,
Assets	2015		2014
Current assets	$	21,104,828	$	25,523,109
Total property, plant and equipment, net	121,308,922		111,919,607
Other assets	12,490,905		9,411,728
Total Assets	$	154,904,655	$	146,854,444
Liabilities and Stockholders’ Equity
Current liabilities	$	27,614,707	$	26,954,902
Long-term debt	31,854,285		30,309,332
Deferred credits and other liabilities	41,371,592		36,496,227
Total Liabilities	100,840,584		93,760,461
Stockholders’ Equity	54,064,071		53,093,983
Total Liabilities and Stockholders’ Equity	$	154,904,655	$	146,854,444

EX-99.2

Exhibit 99.2

Contact:	John S. D'Orazio
	President and CEO
Telephone:	540-777-3815
FOR IMMEDIATE RELEASE

RGC RESOURCES HOLDS

ANNUAL SHAREHOLDERS MEETING

ROANOKE, Va. (February 2, 2016)--RGC Resources, Inc. (NASDAQ: RGCO) announces election of Directors at its shareholders meeting held on February 1, 2016. Shareholders approved the election of Abney S. Boxley, III, President and CEO, Boxley Materials Company, S. Frank Smith, Consultant, Alpha Coal Sales Company, LLC, and John B. Williamson, III, Chairman of the Board, RGC Resources, Inc. for three-year terms. Shareholders also ratified the appointment of Brown Edwards and Company L.L.P. as auditors for fiscal 2016.

At a meeting of the Board of Directors, following the annual shareholders meeting, John B. Williamson, III was elected Chairman of the Board and John S. D’Orazio was elected President and CEO of RGC Resources, Inc. The Board of Directors also elected the following RGC Resources, Inc. senior officers: Paul W. Nester, Vice President, Secretary, Treasurer and CFO and Robert L. Wells, II, Vice President, Information Technology.

RGC Resources, Inc. provides energy and related products and services to approximately 60,000 customers in Virginia through its operating subsidiaries including Roanoke Gas Company, RGC Midstream, LLC, and RGC Ventures of Virginia, Inc.

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.

RGC Resources, Inc. stock is traded on the Nasdaq National Market with the trading symbol RGCO.

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