RGC Resources AGM: Shareholders Elect Directors, Back Deloitte, Approve Bonus Shares and Pay Vote

RGC Resources (NASDAQ:RGCO) held its virtual annual meeting of stockholders, with Chairman of the Board John Williamson presiding alongside President and CEO Paul Nester, Chief Financial Officer and Treasurer Tim Mulvaney, and Senior Vice President and Corporate Secretary Tommy Oliver. The company said the meeting was being recorded and would be made available for replay on its website.

Quorum and meeting materials

Williamson said the board had set Nov. 28, 2025, as the record date for determining stockholders entitled to vote. Meeting materials including the company’s annual report and proxy statement, as well as a certified list of shareholders, were made available through the online portal.

Tommy Oliver reported that, as of the record date, the company had 10,350,531 shares outstanding and that 8,558,392 shares—representing 82.68%—were voted. Based on that report, Williamson declared a quorum and opened the meeting for business. The minutes from the Jan. 27, 2025 annual meeting were approved as presented, with Williamson noting no corrections had been received.

Director nominees and other proposals

The meeting included four proposals submitted to stockholders:

• Proposal 1: Election of Class B directors Jacqueline L. Archer, Frank Russell Ellett, and Robert Johnston
• Proposal 2: Ratification of Deloitte & Touche LLP as auditors for fiscal year 2026
• Proposal 3: Authorization of an additional 50,000 common shares for issuance under the company’s stock bonus plan over future years
• Proposal 4: Non-binding advisory vote on executive compensation

Williamson also appointed Nick Bonka and Dreama Lovejoy to serve as the Committee on Credentials and named Paul Snyder as Inspector of Elections. Dr. Raymond Smoot, a former board member, served as the company’s proxy and reported proxy vote totals during the meeting. Deloitte & Touche engagement partner John Sleiman also participated in the call.

Voting results

After providing stockholders time to submit comments and allowing any final vote changes through the online portal, Williamson closed the polls and announced results for each proposal based on the proxy report, with the company secretary confirming the vote calculations.

Proposal 1: Election of Class B directors

• For: 6,968,792
• Withhold authority: 290,017
• Total voted: 7,258,809

The company said the three nominees—Archer, Ellett, and Johnston—were elected.

Proposal 2: Ratification of Deloitte & Touche LLP

• For: 8,534,492
• Against: 19,687
• Abstain: 4,213
• Total voted: 8,558,392

Stockholders ratified Deloitte & Touche as auditors for fiscal year 2026.

Proposal 3: Additional shares for the stock bonus plan

• For: 7,100,740
• Against: 125,436
• Abstain: 32,633
• Total voted: 7,258,809

Stockholders authorized an additional 50,000 common shares for issuance under the stock bonus plan over the coming years.

Proposal 4: Advisory vote on executive compensation

• For: 7,119,486
• Against: 98,873
• Abstain: 40,450
• Total voted: 7,258,809

The company said stockholders approved a non-binding endorsement of executive officer compensation.

Retiring directors recognized

Under other matters, the meeting included resolutions of appreciation for two directors retiring as of the meeting date: Nancy Howell Agee and J. Allen Layman.

Williamson read a resolution recognizing Agee for 20 years of service on the Roanoke Gas Company and RGC Resources boards since 2005, including chairing the board’s compensation committee from 2023 to 2025 and serving on the governance and nominating committee. Dr. Smoot said he voted all proxies in favor of the resolution honoring Agee.

A separate resolution recognized Layman for more than 34 years of service, including membership on the Roanoke Gas Company board since 1991 and on the RGC Resources board since the company’s founding in 1999. The resolution noted Layman’s service on the compensation committee, governance and nominating committee, and audit committee. Dr. Smoot said he voted all proxies in favor of the resolution honoring Layman.

Williamson also paused earlier in the meeting to acknowledge the passing of Thomas L. Robertson, who served on the Roanoke Gas Company and RGC Resources boards from 1986 to 2005 and served on the audit committee for most of his tenure. Robertson died in March 2025, Williamson said.

The business portion of the meeting was adjourned after the proposals and resolutions were addressed. The company encouraged shareholders to participate in its upcoming earnings call scheduled for Tuesday, Feb. 10, which management said would review first-quarter results and provide an outlook for fiscal year 2026 along with other business updates. The meeting then moved to a question-and-answer portion, but Williamson said no questions had been submitted through the portal before concluding the event.

About RGC Resources (NASDAQ:RGCO)

RGC Resources, Inc (NASDAQ: RGCO) is a natural gas distribution and transmission company headquartered in Wheeling, West Virginia. Through its regulated subsidiaries, the company provides energy delivery services to residential, commercial and industrial customers across northern West Virginia, western Pennsylvania and parts of Maryland. RGC Resources focuses on maintaining a safe and efficient local pipeline network to ensure reliable supply to its service areas.

The company operates two primary business segments: distribution and transmission.