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 (Date of earliest event reported): October 30, 2015
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 1-3880 | 13-1086010 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 6363 Main Street, Williamsville, New York | 14221 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 30, 2015, Anna Marie Cellino, President of National Fuel Gas Distribution Corporation (“Distribution Corporation”), provided notice to National Fuel Gas Company (the “Company”) of her intention to retire, effective February 1, 2016. Distribution Corporation, a wholly owned subsidiary of the Company, constitutes the Company’s Utility segment.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release dated November 5, 2015 regarding the Company’s management change is furnished as part of this Current Report as Exhibit 99.
Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 99 | Press release furnished regarding management change | |
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.
| NATIONAL FUEL GAS COMPANY | ||||||
| November 5, 2015 | By: | /s/ James R. Peterson | ||||
| James R. Peterson | ||||||
| Assistant Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99 | Press release furnished regarding management change | |
Exhibit 99
NATIONAL FUEL ANNOUNCES MANAGEMENT CHANGE
Anna Marie Cellino to Retire
(November 5, 2015) WILLIAMSVILLE, N.Y.: Today, National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) announced that Anna Marie Cellino, President of National Fuel Gas Distribution Corporation, the Utility segment of National Fuel Gas Company, has indicated her intention to retire, effective February 1, 2016, after more than 34 years of service.
“I congratulate Anna Marie for an outstanding career that included numerous accomplishments over her many years of dedicated service to National Fuel’s customers, employees and shareholders,” said Ronald J. Tanski, President and Chief Executive Officer of National Fuel Gas Company. “Under Anna Marie’s leadership, the Utility made significant investments in new infrastructure to maintain safe and reliable service for the long run, and was recognized nationally for excellent customer service. I am especially grateful to Anna Marie for the impact she had on the organization through her continuous hard work and leadership by example. That work ethic was recently highlighted during the smooth operation of our utility system over the last two consecutive record-cold winters, a significant accomplishment that Anna Marie herself would credit to the Utility’s hard-working employees.”
Mrs. Cellino joined National Fuel in 1981 and has been President of the Utility segment since July of 2008. During her tenure, she has held a variety of leadership positions within the Utility, and she also served as Corporate Secretary of the Company. “We wish Anna Marie and her family the very best as she begins this new phase of her life,” Mr. Tanski said.
Mrs. Cellino will be succeeded by Carl M. Carlotti, presently Senior Vice President of National Fuel Gas Distribution Corporation. Carl has had a long career with the Company, joining National Fuel in 1985, and has been Senior Vice President of the Utility since December 2007. Throughout his tenure Carl has managed virtually every functional area within the Utility’s operation and has been head of its Pennsylvania Division since 1993.
National Fuel is an integrated energy company with over $6 billion in assets invested in the following five operating segments: Exploration and Production, Pipeline and Storage, Gathering, Utility, and Energy Marketing. Additional information about National Fuel is available at www.nationalfuelgas.com.