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 6, 2017

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 6, 2017, RGC Resources, Inc. ("Resources" or the "Company") issued a press release announcing the results for the first quarter ending December 31, 2016. 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 2016 and 2017 Annual Base Salaries for Executive Officers

The Board of Directors approved the Compensation Committee's bonuses in respect of 2016 and annual base salaries in effect beginning February 1, 2017 for the executive officers.

The approved 2016 bonuses and 2017 salaries for the Company's executive officers are set forth below:

Officer	Title	Bonus		Salary
John S. D'Orazio	President and CEO	$	159,400	$	400,000
Paul W. Nester	Vice President, Secretary, Treasurer and CFO	66,000		225,000
Robert L. Wells, II	Vice President, Information Technology	49,000		178,000
Carl J. Shockley, Jr.	Vice President, Operations - Roanoke Gas Company	48,000		186,000

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 6, 2017, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors, approve the Restricted Stock Plan, including the reservation of 300,000 common shares for issuance under the plan, to hold a non-binding shareholder advisory vote on named executive compensation and to vote on the frequency for voting on the non-binding shareholder advisory vote. 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 2020:

Director	Shares For	Shares Withheld	Broker Non Votes
Nancy Howell Agee	2,205,623	18,553	1,743,037
J. Allen Layman	2,199,711	24,465	1,743,037
Raymond D. Smoot, Jr.	2,204,874	19,302	1,743,037

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. Abney S. Boxley, III, S. Frank Smith and John B. Williamson, III continue to serve as Class A directors until the Annual Meeting of Shareholders to be held in 2019.

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, 2017, by the following vote:

Shares For	Shares Against	Shares Abstaining
3,958,268	2,934	6,011

Shareholders approved the Restricted Stock Plan, including the reservation of 300,000 Common Shares of the Company for issuance under the Restricted Stock Plan as indicated below:

Shares For	Shares Against	Shares Abstaining	Broker Non Votes
2,103,013	93,405	27,758	1,743,037

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

Shares For	Shares Against	Shares Abstaining	Broker Non Votes
2,126,141	60,690	37,345	1,743,037

Shareholders advisory vote on the recommended frequency of the non-binding vote on executive compensation is provided below:

Shares Voted For
1 Year	2 Year	3 Year	Abstain
2,101,549	36,150	38,492	47,985

ITEM 8.01 OTHER EVENTS.

The Company issued a press release on February 6, 2017, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 6, 2017, the appointment of external auditors for the current year and the approval of the RGC Resources, Inc. Restricted Stock Plan. 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 of 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 6, 2017.
99.2	Press Release dated February 6, 2017.

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 7, 2017	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 6, 2017
Contact:	Paul W. Nester
	Vice President and CFO
Telephone:	540-777-3837

RGC RESOURCES, INC. REPORTS

16% INCREASE IN FIRST QUARTER EARNINGS

ROANOKE, Va. (February 6, 2017)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $2,232,218 or $0.47 per average share outstanding for the quarter ended December 31, 2016. This compares to consolidated earnings of $1,922,790 or $0.40 per average share outstanding for the quarter ended December 31, 2015. CEO John D’Orazio attributed the 16% increase in earnings to improved utility margins associated with the company’s infrastructure replacement programs, increased gas volumes attributed to customer growth, and the investment in the Mountain Valley Pipeline (MVP).

Earnings for the twelve months ending December 31, 2016 were $6,116,294 or $1.28 per share compared to $5,092,829 or $1.08 per share for the twelve months ended December 31, 2015. D’Orazio attributed the 20% increase in earnings to improved utility margins associated with the company’s infrastructure replacement programs, increased gas volumes attributed to customer growth, and the investment in the MVP.

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries 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.

Net income for the three months ended December 31, 2016 is not indicative of the results to be expected for the fiscal year ending September 30, 2017 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,
	2016		2015		2016		2015
Revenues	$	18,788,585	$	16,010,056	$	61,841,820	$	62,949,598
Cost of sales	9,397,680		7,271,940		29,624,117		32,627,192
Gross margin	9,390,905		8,738,116		32,217,703		30,322,406
Equity in earnings of MVP	84,540		21,537		215,867		21,537
Other operating expenses, net	5,412,342		5,243,937		20,776,812		20,559,304
Interest expense	458,521		408,356		1,686,486		1,523,708
Income before income taxes	3,604,582		3,107,360		9,970,272		8,260,931
Income tax expense	1,372,364		1,184,570		3,853,978		3,168,102
Net income	$	2,232,218	$	1,922,790	$	6,116,294	$	5,092,829
Net earnings per share of common stock:
Basic	$	0.47	$	0.40	$	1.28	$	1.08
Diluted	$	0.46	$	0.40	$	1.28	$	1.07
Cash dividends per common share	$	0.2175	$	0.2025	$	0.8250	$	0.7800
Weighted average number of common shares outstanding:
Basic	4,796,396		4,748,279		4,778,699		4,734,962
Diluted	4,807,031		4,752,179		4,787,124		4,738,380

Condensed Consolidated Balance Sheets

(Unaudited)

	December 31,
Assets	2016		2015
Current assets	$	21,453,170	$	21,104,828
Total property, plant and equipment, net	135,780,493		121,308,922
Other assets	18,728,080		12,490,905
Total Assets	$	175,961,743	$	154,904,655
Liabilities and Stockholders’ Equity
Current liabilities	$	28,756,950	$	27,614,707
Long-term debt	41,135,426		31,854,285
Deferred credits and other liabilities	48,788,676		41,371,592
Total Liabilities	118,681,052		100,840,584
Stockholders’ Equity	57,280,691		54,064,071
Total Liabilities and Stockholders’ Equity	$	175,961,743	$	154,904,655

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 6, 2017)--RGC Resources, Inc. (NASDAQ: RGCO) announces election of Directors at its shareholders meeting held on February 6, 2017. Shareholders approved the election of Nancy Howell Agee, President and CEO, Carilion Clinic, J. Allen Layman, Private Investor, and Raymond D. Smoot, Jr., Senior Fellow, Virginia Tech Foundation, Inc. for three-year terms. Shareholders also ratified the appointment of Brown Edwards and Company L.L.P. as auditors for fiscal 2017 and approved the RGC Resources, Inc. Restricted Stock Plan.

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

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 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.

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

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