8-K

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) May 28, 2015

(Date of earliest event reported) May 21, 2015

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	001-36108	46-3561936
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 East Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 947-7000

(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 communication 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 5.07 Submission of Matters to a Vote of Security Holders

We held our 2015 annual meeting of shareholders on May 21, 2015. The matters voted upon at the meeting and the results of such voting are set forth below:

1. The individuals set forth below were elected to the Board of Directors of the Company by a majority of the votes cast to serve as Class I directors for three-year terms expiring at our 2018 annual meeting of shareholders or upon a successor being elected and qualified, as follows:

Director	Votes For		Votes Against		Abstain		Broker Non-Votes
John W. Gibson		40,442,577.976		2,180,553.697		97,865.309		6,695,462
Pattye L. Moore		41,913,162.393		692,136.472		115,698.117		6,695,462
Douglas H. Yaeger		41,998,866.855		566,452.804		155,677.323		6,695,462

2. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2015, was ratified by a majority of the votes cast as follows:

Votes For	Votes Against	Abstain
48,936,001.707	304,843.053	175,614.222

3. The material terms of the performance goals for the ONE Gas, Inc. Equity Compensation Plan for purposes of Internal Revenue Code Section 162(m) was approved by a majority of the votes cast as follows:

Votes For	Votes Against	Abstain	Broker Non-Votes
41,610,578.979	751,608.064	358,809.939	6,695,462

4. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2015 annual meeting of shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion was approved by a majority of the votes cast as follows:

Votes For	Votes Against	Abstain	Broker Non-Votes
41,285,032.617	999,427.406	436,536.959	6,695,462

2

5. The advisory vote to approve the frequency of advisory votes on the Company’s executive compensation was approved by a majority of the votes cast as follows:

Every Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
36,827,813.128	595,151.216	5,052,887.177	244,272.461	6,696,335

Item 7.01 Regulation FD Disclosure

On May 21, 2015, we released a summary of the remarks made by Pierce H. Norton II, president and chief executive officer, at our annual meeting of shareholders on May 21, 2015, regarding our 2014 performance. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	News release issued by ONE Gas, Inc. dated May 21, 2015 – Summary of President and CEO Remarks.

3

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		ONE Gas, Inc.
Date: May 28, 2015	By:	/s/ Curtis L. Dinan
		Curtis L. Dinan
		Senior Vice President, Chief Financial Officer and Treasurer

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	News release issued by ONE Gas, Inc. dated May 21, 2015 – Summary of President and CEO Remarks.

5

EX-99.1

Exhibit 99.1

News

May 21, 2015	Analyst Contact:	Andrew Ziola
		918-947-7163
	Media Contact:	Hayley Westwood
		918-947-7048

ONE Gas Holds First Annual Meeting of Shareholders

TULSA, Okla. – May 21, 2015 – ONE Gas, Inc. (NYSE: OGS) held its first Annual Meeting of Shareholders today, May 21, 2015, at company headquarters in Tulsa, Okla.

ONE Gas President and Chief Executive Officer, Pierce H. Norton II, discussed the accomplishments and highlights of 2014 – the company’s first year as an independent company. Norton also took time to thank the board of directors, the company’s 3,300 employees and its retirees.

“Our employees provide safe and reliable natural gas service to 2.1 million customers daily,” said Norton. “They are passionate about this business and I have been inspired and motivated this past year by the power of our people collaborating and working together toward common goals – united by a clear vision, mission and strategy.”

Norton shared that ONE Gas’ focus on safety, investing in system integrity, customer service, and operating efficiently and responsibly were driving factors for the strong results delivered to shareholders in 2014.

Following the separation from ONEOK (NYSE: OKE) on Jan. 31, 2014, the company declared and paid three dividends, and in January 2015, increased the dividend 7 percent.

Shareholders approved the following proposals:

• Election of three directors to the ONE Gas Board of Directors each for a three-year term;

• Selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2015;

• Performance goals and approval of the company’s executive compensation plan on an advisory basis; and

• Advisory votes on executive compensation will be conducted on a yearly basis.

ONE Gas, Inc. (NYSE: OGS) is a natural gas distribution company and the successor to the company founded in 1906 as Oklahoma Natural Gas Company, which became ONEOK, Inc. (NYSE: OKE) in 1980. On January 31, 2014, ONE Gas officially separated from ONEOK into a stand-alone, 100 percent regulated, publicly traded natural gas utility.

-more-

ONE Gas Holds First Annual Meeting of Shareholders

Page 2

ONE Gas trades on the New York Stock Exchange under the symbol “OGS,” and is included in the S&P MidCap 400 Index.

ONE Gas provides natural gas distribution services to more than 2 million customers in Oklahoma, Kansas and Texas. ONE Gas is one of the largest publicly traded, 100 percent regulated, natural gas utilities in the United States.

ONE Gas is headquartered in Tulsa, Okla., and its companies include the largest natural gas distributor in Oklahoma and Kansas, and the third largest in Texas, in terms of customers.

Its largest natural gas distribution markets by customer count are Oklahoma City and Tulsa, Okla.; Kansas City, Wichita and Topeka, Kan.; and Austin and El Paso, Texas. ONE Gas serves residential, commercial, industrial, transportation and wholesale customers in all three states.

For more information, visit the website at http://www.ONEGas.com.

###

-more-