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 4, 2013

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 5, 2013, RGC Resources, Inc. issued a press release announcing the first quarter results for the quarter ending December 31, 2012. 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.

On February 4, 2013, the Board of Directors of RGC Resources, Inc., (the “Company”) approved the Compensation Committee’s bonuses in respect of 2012 and salaries in effect during 2013 for the executive officers.

The approved 2012 bonuses and 2013 salaries for the Company’s executive officers are set forth below:

Officer	Title	Bonus		Salary
John B. Williamson, III	Chairman, President and CEO	$	67,000	$	250,000
John S. D’Orazio	President and CEO - Roanoke Gas Company		26,500		225,000
Paul W. Nester	Vice President, Treasurer and CFO		6,500		150,000
Dale P. Lee	Vice President and Secretary		19,400		150,000
Robert L. Wells	Vice President, Information Technology		20,000		140,000

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 4, 2013, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors, to authorize an additional 100,000 shares of common stock to be issued under the Key Employee Stock Option Plan and to hold a non-binding shareholder advisory vote on named executive compensation. The final 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 2016:

Director	Shares For		Shares Withheld		Broker Non Votes
Abney S. Boxley, III		2,295,179		11,346		1,539,467
S. Frank Smith		2,295,899		10,626		1,539,467
John B. Williamson, III		2,286,427		20,098		1,539,467

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 2014. Maryellen F. Goodlatte and George W. Logan continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2015.

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, 2013, by the following vote:

Shares For		Shares Against		Shares Abstaining
	3,776,845		10,398		58,749

Shareholders authorized the addition of 100,000 shares of common stock for issuance under the Key Employee Stock Option Plan by the following vote:

Shares For		Shares Against		Shares Abstaining		Broker Non Votes
	2,122,917		124,697		58,911		1,539,467

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

Shares For		Shares Against		Shares Abstaining		Broker Non Votes
	2,044,132		116,213		146,180		1,539,467

ITEM 8.01. OTHER EVENTS.

The Company issued a press release on February 6, 2013, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 4, 2013 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 reelected John B. Williamson, III as Chairman of the Board, President and CEO of RGC Resources, Inc. and Chairman of its subsidiary companies.

The Board of Directors also elected the following senior officers: John S. D’Orazio, President and CEO of Roanoke Gas Company and certain affiliated companies; Paul W. Nester, Vice President, Treasurer and CFO of the Company and its subsidiary companies; Dale P. Lee, Vice President and Secretary of the Company and its subsidiary companies; Robert L. Wells, II, Vice President, Information Technology of the Company and its subsidiary companies and Howard T. Lyon; Assistant Secretary/Assistant Treasurer of the Company and its subsidiary companies.

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 be 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 5, 2013.
99.2	Press Release dated February 6, 2013.

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, 2013	By:	/s/ Paul W. Nester
	Paul W. Nester
	Vice President, Treasurer and CFO

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	February 5, 2013
Contact:	John B. Williamson, III
	President and CEO
Telephone:	540-777-3810

RGC RESOURCES, INC.

FIRST QUARTER FINANCIAL RESULTS

ROANOKE, Va. (February 5, 2013)—RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $1,554,153 or $0.33 per average share outstanding for the quarter ended December 31, 2012. This compares to consolidated earnings of $1,834,912 or $0.40 per average share outstanding for the quarter ended December 31, 2011. President and CEO John Williamson attributed the decrease in earnings to a decrease in gross margins and higher operating expenses.

Earnings for the twelve months ending December 31, 2012 were $4,015,986 or $0.86 per share compared to $4,519,021 or $0.98 per share for the twelve months ended December 31, 2011. Williamson attributed the decrease in earnings to significantly warmer weather reducing heating sales volumes and higher operating expenses.

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries Roanoke Gas Company, Diversified Energy Company 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, 2012 are not indicative of the results to be expected for the fiscal year ending September 30, 2013 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				Twelve Months Ended
	December 31,				December 31,
	2012		2011		2012		2011
Revenues	$	18,746,592	$	18,499,176	$	59,047,103	$	66,750,288
Cost of sales		10,810,109		10,369,549		32,307,150		39,580,659
Gross margin		7,936,483		8,129,627		26,739,953		27,169,629
Other operating expenses		4,969,350		4,710,783		18,425,085		18,054,037
Interest expense		459,461		458,999		1,831,347		1,829,528
Income before income taxes		2,507,672		2,959,845		6,483,521		7,286,064
Income tax expense		953,519		1,124,933		2,467,535		2,767,043
Net income	$	1,554,153	$	1,834,912	$	4,015,986	$	4,519,021
Net earnings per share of common stock:
Basic	$	0.33	$	0.40	$	0.86	$	0.98
Diluted	$	0.33	$	0.40	$	0.86	$	0.98
Cash dividends per common share	$	1.1800	$	0.1750	$	1.7050	$	0.6850
Weighted average number of common shares outstanding:
Basic		4,677,841		4,630,166		4,659,422		4,610,295
Diluted		4,677,841		4,635,654		4,661,565		4,617,162

Condensed Consolidated Balance Sheets

(Unaudited)

	December 31,
Assets	2012		2011
Current assets	$	27,855,754	$	33,339,618
Total property, plant and equipment, net		91,984,682		86,758,618
Other assets		8,650,084		7,750,810
Total Assets	$	128,490,520	$	127,849,046
Liabilities and Stockholders’ Equity
Current liabilities	$	31,273,411	$	31,303,768
Long-term debt		13,000,000		13,000,000
Deferred credits and other liabilities		36,783,200		33,454,304
Total Liabilities		81,056,611		77,758,072
Stockholders’ Equity		47,433,909		50,090,974
Total Liabilities and Stockholders’ Equity	$	128,490,520	$	127,849,046

EX-99.2

Exhibit 99.2

Contact:	John B. Williamson, III
	Chairman, President and CEO
Telephone:	(540) 777-3810

FOR IMMEDIATE RELEASE

RGC RESOURCES HOLDS

ANNUAL SHAREHOLDERS MEETING

ROANOKE, Va. (February 6, 2013)—RGC Resources, Inc. (NASDAQ: RGCO) announces election of Directors at its shareholders meeting held on February 4, 2013. Shareholders approved the election of Abney S. Boxley, III, President and CEO, Boxley Materials Company, S. Frank Smith, Vice President – Industrial Sales, Alpha Coal Sales Company, and John B. Williamson, III, Chairman, President and CEO, RGC Resources, Inc. to the Board of Directors for three-year terms. Shareholders also ratified the appointment of Brown Edwards and Company L.L.P. as auditors for 2013.

At a meeting of the Board of Directors, following the annual shareholders meeting, John B. Williamson, III was elected Chairman of the Board, President and CEO of RGC Resources, Inc. The Board of Directors also elected the following senior officers: Dale P. Lee, Vice President and Secretary of RGC Resources, Inc. and its subsidiary companies; Paul W. Nester, Vice President, Treasurer and CFO of RGC Resources, Inc. and its subsidiary companies; Robert L. Wells, II, Vice President, Information Technology of RGC Resources, Inc., and its subsidiary companies; John S. D’Orazio, President and CEO of Roanoke Gas Company and certain affiliated companies, and Carl J. Shockley, Jr., Vice President of Operations, Roanoke Gas Company.

RGC Resources, Inc. provides energy and related products and services to approximately 58,000 customers in Virginia through its operating subsidiaries including Roanoke Gas Company, Diversified Energy Company, 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.