0001193125-16-633234.txt : 20160627 0001193125-16-633234.hdr.sgml : 20160627 20160627165957 ACCESSION NUMBER: 0001193125-16-633234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160624 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03880 FILM NUMBER: 161733910 BUSINESS ADDRESS: STREET 1: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 BUSINESS PHONE: 716-857-7000 MAIL ADDRESS: STREET 1: 6363 MAIN STREET STREET 2: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 8-K 1 d188494d8k.htm FORM 8-K Form 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 (Date of earliest event reported): June 24, 2016

 

 

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 June 24, 2016, the Board of Directors (“Board”) of National Fuel Gas Company (the “Company”) elected Rebecca Ranich to serve as a director of the Company, to hold office until the Company’s next Annual Meeting of Stockholders. Ms. Ranich is a former Director of Deloitte Consulting, LLP where she led the firm’s Energy and Sustainability Investment Advisory services for public sector clients. Ms. Ranich has been named to the Board’s Nominating/Corporate Governance Committee.

The Company will compensate Ms. Ranich in the same manner it compensates its other non-employee directors, as described at page 16 of the Company’s proxy statement filed January 22, 2016. In addition, like the Company’s other directors, Ms. Ranich has received an indemnification agreement, the terms of which are described in the Company’s Form 8-K filed September 18, 2006.

 

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release dated June 24, 2016 regarding the election of Ms. Ranich as a director 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 election of new director


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
June 27, 2016     By:   /s/ Paula M. Ciprich
      Paula M. Ciprich
      Secretary


EXHIBIT INDEX

 

Exhibit Number

  

Description

99

   Press release furnished regarding election of new director
EX-99 2 d188494dex99.htm EX-99 EX-99

Exhibit 99

 

LOGO

   National Fuel Gas Company   

Financial

News

      6363 Main Street
      Williamsville, N.Y. 14221
      Brian M. Welsch
      Investor Relations
      716-857-7875
      David P. Bauer
      Treasurer
      716-857-7318

National Fuel Elects New Director for Corporate Board

(June 24, 2016) Williamsville, N.Y.: Members of the National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) Board of Directors elected Rebecca Ranich as a new director. Her term begins on June 24.

A former director at Deloitte Consulting, LLP, Ranich led the Firm’s Energy and Sustainability Investment Advisory Services, providing counsel on more than $1 billion of investments. Her practice focused on strategic energy management investment, including advising on mitigating and managing risks related to energy supply, demand and climate change issues. Preceding her position at Deloitte, Ranich worked at PSG International, where she was part of the management team leading negotiations to implement the Trans-Caspian Gas Pipeline, a multi-billion dollar, 1,700-kilometer pipeline project transporting natural gas from Turkmenistan to Turkey. Prior to that, Ranich was a Vice President at Michael Baker Corporation (Baker), an international engineering, energy and environmental services firm. While at Baker, she held executive responsibility for the firm’s energy and environmental engineering services in Europe, Russia and the Caspian region, where projects had a construction value in excess of $40 billion. She managed offices in London, Naples, Wiesbaden and Moscow, as well as in Yuzhno-Sakhalinsk and Ukhta in the Russian Federation.

“Rebecca is a highly accomplished executive with an extensive background in the energy industry,” said David F. Smith, National Fuel’s Chairman of the Board. “Her depth of knowledge and industry experience will be a valuable addition to the National Fuel Board and will further expand our Board’s already broad range of expertise and strategic perspectives. We are pleased to welcome Rebecca to our Board.”

(more)


Exhibit 99

 

 

Ranich currently serves as a member of the Board of Directors for Questar Corporation, where she is chair of the Governance and Nominating Committee and a member of the Management Performance Committee. She serves as vice chair of the Board of the Gas Technology Institute and chair of the Investment Committee and is an advisory board member of Yet Analytics, an xAPI data analytics platform. In addition to being an investor in and advisor to emerging technology companies, Ranich is a member of the Baltimore Angels – an early stage investment group, the National Petroleum Council and the Technology Commercialization Panel for the Johns Hopkins University Applied Physics Laboratory. Ranich earned a bachelor’s degree from Northwestern University and a master’s degree in business administration from the University of Detroit Mercy.

National Fuel is a diversified energy company headquartered in Western New York that operates an integrated collection of natural gas and oil assets across five business segments: Exploration & Production, Pipeline & Storage, Gathering, Utility, and Energy Marketing. Additional information about National Fuel is available at www.nationalfuelgas.com.

 

Analyst Contact:

   Brian Welsch    (716) 857-7389

Media Contact:

   Karen L. Merkel    (716) 857-7654

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