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): July 12, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2018, the Board of Directors (“Board”) of National Fuel Gas Company (the “Company”) elected Steven C. Finch to serve as a director of the Company, to hold office until the Company’s next Annual Meeting of Stockholders. Mr. Finch is Senior Vice President of Automotive Services at the Automobile Association of America Western and Central New York, and the former Plant Manager of General Motors’ Tonawanda, New York Engine Plant, one of the Western New York Region’s largest manufacturers. Mr. Finch has been named to the Board’s Nominating/Corporate Governance and Audit Committees.

The Company will compensate Mr. Finch in the same manner it compensates its other non-employee directors, as described at page 16 of the Company’s proxy statement filed January 19, 2018. In addition, like the Company’s other directors, Mr. Finch 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 July 12, 2018 regarding the election of Mr. Finch 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
July 13, 2018	By:	/s/ Sarah J. Mugel
		Sarah J. Mugel
		Secretary

EX-99

Exhibit 99

National Fuel Elects New Director for Corporate Board

(July 12, 2018) WILLIAMSVILLE, N.Y. – Members of the National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) Board of Directors elected Steven C. Finch as a new independent director. His term begins on July 12, 2018.

Steven C. Finch is the former Plant Manager of the General Motors (“GM”) Tonawanda Engine Plant, one of Western New York’s largest manufacturers with approximately 1,600 employees. Finch, a Western New York native, began his 41-year career with GM in 1976 as a General Motors Institute co-op student at the Chevrolet Gear and Axle Plant in Buffalo, N.Y. Over the course of 30 years, Finch held several assignments with increasing responsibility at various GM facilities outside Buffalo before becoming Tonawanda Engine Plant Manager in 2007. Finch helped navigate the GM workforce through economic downturn and bankruptcy. After a reorganization, he successfully secured the addition of three new engine product lines, ultimately overseeing investments at the plant totaling more than $3 billion during his 10-year tenure. Following his 2017 retirement from GM, Finch joined the Automobile Association of America Western and Central New York as Senior Vice President of Automotive Services.

“With a career spanning more than four decades, Steve had a proven track record of leadership during a period of significant evolution for the automotive industry,” said David F. Smith, National Fuel’s Chairman of the Board. “Through his extensive GM career, Steve developed expansive experience in manufacturing and customer relations, as well as in capital and labor management, that will further enhance the knowledge and skill set of our Board of Directors. His success in managing highly technical operations and delivering a quality product in a safe, environmentally responsible, and cost-effective manner has direct application to National Fuel’s work in the energy industry. This, as well as Steve’s experience in senior level oversight during periods of substantial investment, make him an excellent selection for our Board.”

(more)

As an active resident of the Western New York community, Finch currently serves as chairman of the board of directors for the Buffalo Urban League, was a previous chairman of the board for United Way of Buffalo and Erie County, and a previous board member of AAA Western and Central New York. He has received numerous honors, including recognition from GM for Outstanding Community Leadership and the Buffalo Urban League’s Whitney M. Young and William Evans Humanitarian Award, the group’s highest honor. During Finch’s time at the helm of the Tonawanda facility, the plant was recognized with many honors, including the Buffalo Urban League’s Community Service Award, Buffalo Business First’s Community Service Award, the Ken-Ton Chamber of Commerce Green Globe Award, and the achievement of the EPA ENERGY STAR Challenge for Industry. He holds a bachelor’s degree in electrical engineering from Kettering University, formerly known as the General Motors Institute. Finch and his wife have five children and 11 grandchildren.

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:    Kenneth E. Webster     716-857-7067

Media Contact:      Karen L. Merkel           716-857-7654

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