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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 14, 2010 (Date of earliest event reported) Corning Natural Gas Corporation (Exact name of registrant as specified in its charter) New York 000-00643 16-0397420 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
330 West William Street, Corning, New York |
14830 |
(Address of principal executive offices) |
(Zip Code) |
(607) 936-3755
(Registrant's telephone number, including area code)
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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At its regular meeting on December 14, 2010, the Board of Directors of Corning Natural Gas Corporation (the "Company") set the salaries for certain of its executive officers for its 2011 fiscal year and awarded compensatory stock options with an exercise price of $19.25 and a term of four (4) years, as follows:
Salary |
Options to purchase |
|
common stock |
||
Michael I. German |
||
Chief Executive Officer, President |
$165,000 |
5,000 |
and Director |
||
Firouzeh Sarhangi |
||
Chief Financial Officer and Treasurer |
$122,000 |
1,000 |
Stanley G. Sleve |
||
Vice President - Administration |
||
and Corporate Secretary |
$109,000 |
1,000 |
Matthew J. Cook |
||
Vice President - Operations |
$114,500 |
1,000 |
Russell S. Miller |
$104,000 |
1,000 |
Vice President, Gas Supply and Marketing |
Item 8.01. Other Events
On December 14, 2010, the Company's Board of Directors increased its per share dividend from $0.15/quarter to $0.1725/quarter for the quarter ending December 31, 2010, for shareholders of record on December 31, 2010. The dividend is payable on or about January 15, 2011.
At the same meeting, the Company's Board of Directors voted to authorize management to seek the approval of the New York Public Service Commission ("NYPSC") for the issuance and distribution of a stock dividend. The Company would pay to each shareholder one share of Common Stock for each two shares held by such holder, subject to the approval of the NYPSC and any other required governmental approvals. The Company intends to file with the NYPSC seeking permission to issue a 50% stock dividend imminently. The Company does not know when the NYSPSC will act upon the Company's request. No record date can be established until such approvals are obtained.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release for quarterly dividend for Corning Natural Gas Corporation, dated December 16, 2010.
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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 thereunto duly authorized.
Corning Natural Gas Corporation
By: /s/ Michael I. German
President and Chief Executive Officer
Dated: December 16, 2010
NEWS RELEASE
CONTACT: Jerry Sleve
Vice President - Administration
Phone: (607) 936-3758 ext. 223
Fax: (607) 936-2844
Date: December 16, 2010
FOR IMMEDIATE RELEASE
Corning Natural Gas Declares Quarterly Dividend
Corning, N.Y. (Thursday, December 16, 2010) - Corning Natural Gas Corporation's ("CNG") Board of Directors announced an increase in the Company's quarterly dividend from $0.15/share to $0.1725/share for holders of record on December 31, 2010. "The Company's continued rebuilding of its financial position has allowed the Company to increase its quarterly dividend by $0.0225/share to $0.1725/share," said Jerry Sleve, Vice President of Administration of CNG. Dividend payments will be made to shareholders on or about January 15, 2011.
"The Company also has available for shareholders, a Dividend Reinvestment Plan (DRP) which allows for receipt of additional shares in lieu of a cash dividend payment. Shareholders who wish to participate in the DRP may contact Registrar and Transfer Company at 1-800-866-1340 or their individual broker," said Mr. Sleve.
Corning Natural Gas Corporation has a one-hundred six year history as a New York State public utility providing natural gas service in the Finger Lakes region to approximately 15,000 residential, industrial and commercial customers in the Southern Tier and Central regions of New York State. Learn more at www.corninggas.com.
Safe Harbor Regarding Forward-Looking Statements
Some of the statements that we make in this press release, including statements about our confidence in the company's prospects and strategies are forward-looking statements within the meaning of section 21E of the Securities Exchange Act. Some of these forward-looking statements can be identified by words like "believe," "expect," "will," "should," "intend," "plan," or similar terms; others can be determined by context. Statements contained in this release that are not historical facts are forward-looking statements. These statements are necessarily estimates reflecting our best judgment based upon current information, and involve a number of risks and uncertainties. Many factors could affect the accuracy of these forward-looking statements, causing our actual results to differ significantly from those anticipated in these statements. You should not place undu e reliance on our forward-looking statements, which reflect our analysis only as of the date of this report. The risks and uncertainties listed above and in documents that we file with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in Corning.
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