Form 8-K - Current report

NATIONAL FUEL GAS COMPANY

October 24, 2024

/s/ Michael W. Reville

Michael W. Reville

General Counsel and Secretary

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 21, 2024

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of Each Exchange

on Which Registered

Common Stock, par value $1.00 per share

NFG

New York Stock Exchange

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 of this chapter).

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 October 21, 2024, Ronald C. Kraemer, Chief Operating Officer of National Fuel Gas Company (the “Company”) and President of the Company’s pipeline and storage subsidiaries, National Fuel Gas Supply Corporation and Empire Pipeline, Inc., provided notice to the Company of his intention to retire, effective February 1, 2025.

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release dated October 24, 2024 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

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Exhibit 99

FINANCIAL NEWS

FOR IMMEDIATE RELEASE

Analyst Contact: Natalie Fischer | 716-857-7315

Media Contact: Karen Merkel | 716-857-7654

National Fuel Gas Company Announces Management Change,

Ronald C. Kraemer Announces Retirement Date

Joseph Del Vecchio will be successor as President of National Fuel Gas Supply Corporation and Empire Pipeline, Inc.

(Oct. 24, 2024) WILLIAMSVILLE, N.Y. – Today, National Fuel Gas Company (National Fuel or the Company) (NYSE: NFG) announced that Ronald C. Kraemer, Chief Operating Officer of National Fuel Gas Company and President of National Fuel’s pipeline and storage subsidiaries, has indicated his intention to retire effective Feb. 1, 2025, after more than 46 years with the Company.

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Ronald C. Kraemer

Joseph N. Del Vecchio, Executive Vice President of National Fuel Gas Supply Corporation, will succeed him in the role of President of National Fuel Gas Supply Corporation and Empire Pipeline, Inc.

LOGO

Joseph N. Del Vecchio

“Throughout his 46-year career, Ron has served with distinction, driving significant innovation and accomplishments across a range of senior roles in various capacities,” said David P. Bauer, President and Chief Executive Officer at National Fuel Gas Company. “Ron’s impact extends far beyond National Fuel, and we applaud him for his unwavering commitment.”

Having joined National Fuel in the management training program in 1978, Kraemer has been employed by various subsidiaries of National Fuel, including National Fuel Gas Distribution Corporation, Horizon Energy Development, and the two pipeline subsidiaries, holding numerous management and executive-level positions in engineering, operations, marketing, business development, and international business development. These companies represent a cross-section of the energy industry including utility, interstate pipeline and storage, international power, and natural gas project development.

“On behalf of our Board of Directors and the Company, I want to express my deepest appreciation to Ron for his contributions to National Fuel as an integral part of the executive team. His leadership, practical expertise and wisdom have contributed to the overall growth and success of the Company. I wish him and his family all the best in his well-deserved retirement,” Bauer said.

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LOGO

Del Vecchio, who holds undergraduate and master’s degrees in Mechanical Engineering as well as a degree in law from the University at Buffalo, began his career with the Company as a law clerk in 1995. He was hired as a Distribution Corporation Attorney in 1998. Throughout the years his responsibilities increased as he worked in the Utility’s Legal and Risk Management departments. In 2007 he was promoted to Assistant Vice President and then Vice President of National Fuel Resources, Inc. He transitioned back to the Utility in 2015 as Vice President and Chief Regulatory Counsel. Del Vecchio was named Senior Vice President of Supply Corporation in 2021, expanding his career into pipeline and storage operations, and was promoted to Executive Vice President in 2023.

National Fuel is an integrated energy company reporting financial results for four operating segments: Exploration and Production, Pipeline and Storage, Gathering, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

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Document and Entity Information	Oct. 21, 2024
Cover [Abstract]
Entity Registrant Name	NATIONAL FUEL GAS CO
Amendment Flag	false
Entity Central Index Key	0000070145
Document Type	8-K
Document Period End Date	Oct. 21, 2024
Entity Incorporation State Country Code	NJ
Entity File Number	1-3880
Entity Tax Identification Number	13-1086010
Entity Address, Address Line One	6363 Main Street
Entity Address, City or Town	Williamsville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14221
City Area Code	(716)
Local Phone Number	857-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	NFG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false