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): December 8, 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 December 8, 2016, the Board of Directors (“Board”) of National Fuel Gas Company (the “Company”) elected Thomas E. Skains to serve as a director of the Company, to hold office until the Company’s next Annual Meeting of Stockholders. Mr. Skains is the former Chairman, Chief Executive Officer and President of Piedmont Natural Gas Company, Inc. (“Piedmont”), a natural gas utility company, having served from 2002 as President, and from 2003 as Chairman and CEO until his retirement in October 2016. Mr. Skains has been named to the Board’s Nominating/Corporate Governance Committee.

The Company will compensate Mr. Skains 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, Mr. Skains 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 December 14, 2016 regarding the election of Mr. Skains 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
December 14, 2016	By:	/s/ Sarah J. Mugel
		Sarah J. Mugel
		Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description
99	Press release furnished regarding election of new director

EX-99

Exhibit 99

	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

(Dec. 14, 2016) WILLIAMSVILLE, N.Y. – Members of the National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) Board of Directors elected Thomas E. Skains as a new independent director. His term began on Dec. 8.

Thomas E. Skains, is the former Chairman, President, and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (“Piedmont”), having served from 2002 as President, and from 2003 as Chairman and CEO until his retirement in October 2016. Previously Skains held various executive positions at Piedmont, including Chief Operating Officer and Senior Vice President—Marketing and Supply Services, where he directed Piedmont’s commercial natural gas activities. Before joining Piedmont, Skains spent nearly 15 years in positions of increasing responsibility with Transcontinental Gas Pipe Line Corporation, initially as a corporate attorney in the areas of natural gas supply, rate and federal energy regulatory matters, before being named Vice President and later Senior Vice President, Transportation and Customer Services.

“With more than 35 years in the natural gas industry, Tom has been a highly respected energy leader,” said David F. Smith, National Fuel’s Chairman of the Board. “Tom’s deep-rooted energy experience will be an excellent complement to the solid range of skill sets provided by our Board of Directors. We have a long-standing commitment to cultivating a Board that balances the need for diverse perspectives with the vital requirement for continuity and depth of insight into the complex workings of our Company and industry. Tom’s knowledge, strategic management skills and industry expertise make him an ideal selection for our Board.”

In October 2016, Skains became a director at Duke Energy Corporation. He is also currently a director of BB&T Corporation, where he chairs the Executive Committee and serves on the Risk Committee, and is a board member of its subsidiary, Branch Banking and Trust Company, where he chairs the Executive Committee and serves on the Risk Committee. Skains also has been actively involved throughout his career in leadership positions with numerous industry organizations, including previously serving as Board Chair of the American Gas Association and the Southern Gas Association, as well as serving as a Board member of the American Gas Foundation and the Gas Technology Institute. He is a well-recognized civic leader, previously serving as Chairman of the Charlotte Chamber of Commerce, as Vice Chairman of the Charlotte Sports Foundation, as a board member of the United Way of Central Carolinas, and as a trustee of Johnson and Wales University. Skains earned a bachelor’s degree in business administration from Sam Houston State University, and a juris doctor degree from the University of Houston Law School.

(more)

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 and Production, Pipeline and Storage, Gathering, Utility, and Energy Marketing. Additional information about National Fuel is available at www.nationalfuelgas.com

Analyst Contact:	Brian M. Welsch	716-857-7875
Media Contact:	Karen L. Merkel	716-857-7654

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