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
September 23, 2011
Date of Report (Date of earliest event reported)
ATMOS ENERGY
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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TEXAS AND VIRGINIA
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1-10042
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75-1743247
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1800 THREE LINCOLN CENTRE,
5430 LBJ FREEWAY, DALLAS, TEXAS
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75240
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 934-9227
(Registrant’s Telephone Number, Including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
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In recognition of the continuing transition of duties and responsibilities from Robert W. Best, Executive Chairman of the Board of Atmos Energy Corporation (the
“Company”), to Kim R. Cocklin, President and Chief Executive Officer of the Company, the Human Resources Committee of the Board of Directors (the “HR Committee”) performed a current review of their compensation packages. The
transition from Mr. Best to Mr. Cocklin as Chief Executive Officer of the Company commenced on October 1, 2010, upon the appointment of Messrs. Best and Cocklin to their respective current positions. The HR Committee reviewed data
prepared by its independent compensation consultant with respect to the appropriate compensation for both executive officer positions based on the amounts and types of compensation for similar positions provided by the companies in the
Company’s proxy peer group of natural gas service providers.
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As a result of the HR Committee’s review
and upon its recommendation, on September 24, 2011, the Board of Directors approved adjustments in compensation for Messrs. Best and Cocklin, with all adjustments effective October 1, 2011. First, the annual base salary for Mr. Best
will be reduced to $510,000 from $750,000 and the annual base salary for Mr. Cocklin will be increased to $850,000 from $750,000. In addition, the incentive awards at the target level for fiscal 2012 for both Messrs. Best and Cocklin under the
Company’s Annual Incentive Plan for Management (“Incentive Plan”) will be adjusted to 90% from 80% of their base salaries. Finally, the long-range incentive target for fiscal 2012 under the Company’s 1998 Long-Term Incentive Plan
(“LTIP”) for Mr. Best will remain at 150% of his salary range midpoint while such target for Mr. Cocklin will increase to 200% from 150% of his salary range midpoint. The terms of the Incentive Plan and the LTIP are contained in
Appendix B and Appendix A, respectively, to the Company’s proxy statement for the 2011 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on December 28, 2010. Like all other executive officers of
the Company, Messrs. Best and Cocklin are “at will” employees of the Company and therefore do not have employment agreements with the Company.
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Item 8.01.
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Other Information.
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On
September 28, 2011, Atmos Energy Corporation (the “Company”) announced that its Board of Directors had authorized the Company to repurchase up to five million shares of its common stock over a five year period. The repurchase program
is primarily intended to minimize the dilutive effect of equity grants under the Company’s various benefit related incentive compensation plans. A press release announcing the repurchase program was issued, is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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99.1 News Release dated September 28, 2011
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 hereunto duly authorized.
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ATMOS ENERGY CORPORATION
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(Registrant)
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DATE: September 28, 2011
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By:
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/s/ LOUIS P. GREGORY
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Louis P. Gregory
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Senior Vice President
and
General Counsel
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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News Release dated September 28, 2011
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Exhibit 99.1
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729
Atmos Energy Corporation Announces
Share Repurchase Program
DALLAS (September 28, 2011)—Atmos Energy Corporation (NYSE:
ATO) announced today that its Board of Directors has approved a new program authorizing the repurchase of up to five million shares of its common stock. Although the program is authorized for a five year period, it may be terminated or limited at
any time. Repurchases under the program will be made from time to time at management’s discretion in accordance with applicable federal securities laws. Shares may be repurchased in the open market or in privately negotiated transactions in
amounts the company deems appropriate. The program is primarily intended to minimize the dilutive effect of equity grants under various benefit related incentive compensation plans of the company.
Forward-Looking Statements
The matters discussed in this news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact included in this news release are forward-looking statements made in good faith by the company and are intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995. When used in this news release or in any of the company’s other documents or oral presentations, the words “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,” “strategy” or similar words are intended to identify forward-looking
statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this news release, including the risks and uncertainties relating to regulatory trends
and decisions, the company’s ability to continue to access the capital markets and the other factors discussed in the company’s reports filed with the Securities and Exchange Commission. These factors include the risks and uncertainties
discussed in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and in the company’s Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2011. Although the company
believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. The company undertakes no obligation to update or revise
forward-looking statements, whether as a result of new information, future events or otherwise.
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About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is currently the country’s largest natural-gas-only distributor, serving over three million natural gas distribution customers in more than 1,600
communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the
Midwest and Southeast and manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Atmos Energy is a Fortune 500 company. For more information, visit
www.atmosenergy.com
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