Strong support at National Fuel Gas (NFG) for 2026 directors, pay and auditor

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What did National Fuel Gas Company (NFG) stockholders approve at the 2026 Annual Meeting?

How strong was support for director elections at National Fuel Gas Company (NFG) in 2026?

How did National Fuel Gas Company (NFG) stockholders vote on executive compensation in 2026?

Which audit firm did National Fuel Gas Company (NFG) stockholders ratify for fiscal 2026?

Were there broker non-votes in National Fuel Gas Company (NFG)’s 2026 auditor ratification?

How many directors serve on National Fuel Gas Company (NFG)’s board after the 2026 Annual Meeting?

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(Moderate)

Filing Sentiment

(Neutral)

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8-K

National Fuel Gas Company held its 2026 Annual Meeting of Stockholders on March 12, 2026. Stockholders elected eleven directors—David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski—to one-year terms, with each receiving at least 93.6% of votes cast. Stockholders also approved named executive officer compensation in an advisory vote, with 70,534,758 votes in favor, 1,578,171 against and 393,302 abstentions. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 78,546,321 votes for, 2,629,579 against and 141,977 abstentions.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

03/13/2026 - 04:00 PM

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): March 12, 2026

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 Number)

6363 Main Street

Williamsville, New York 14221

(Address of principal executive offices, including zip code)

(716) 857-7000

(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 (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(s)	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 5.07

Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of National Fuel Gas Company was held on March 12, 2026. At the Annual Meeting, the stockholders elected David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski as directors for one-year terms. The stockholders also approved named executive officer compensation in a non-binding advisory vote, and ratified the appointment of an independent registered public accounting firm for fiscal 2026.

The votes with respect to the directors were as follows:


	For		Percentage of Votes Cast For			Withheld		Broker Non-Votes
David H. Anderson		72,029,229		99.3	%		477,002		8,811,646
David P. Bauer		71,538,189		98.7	%		968,042		8,811,646
Barabara M. Baumann		72,077,242		99.4	%		428,989		8,811,646
David C. Carroll		69,721,568		96.2	%		2,784,663		8,811,646
Steven C. Finch		70,409,066		97.1	%		2,097,165		8,811,646
Joseph N. Jaggers		71,163,999		98.2	%		1,342,232		8,811,646
Rebecca Ranich		67,847,059		93.6	%		4,659,172		8,811,646
Jeffrey W. Shaw		69,532,553		95.9	%		2,973,678		8,811,646
Thomas E. Skains		69,805,655		96.3	%		2,700,576		8,811,646
David F. Smith		70,494,990		97.2	%		2,011,241		8,811,646
Ronald J. Tanski		71,439,756		98.5	%		1,066,475		8,811,646

The advisory vote with respect to approval of named executive officer compensation was as follows: For, 70,534,758 (97.8% of the votes cast); Against, 1,578,171; Abstain, 393,302; Broker Non-Votes, 8,811,646.

The vote with respect to ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026 was as follows: For, 78,546,321 (96.8% of the votes cast); Against, 2,629,579; Abstain, 141,977; Broker Non-Votes, 0.

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected eleven directors to one-year terms, approved named executive officer compensation in a non-binding advisory vote, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, confirming support for the company’s leadership, pay practices, and external auditor.

Each of the eleven directors received at least 93.6% of the votes cast. Individual support ranged up to 99.4% for certain directors, indicating broad stockholder backing for the company’s board composition and its oversight of strategy and governance for the upcoming year.

Stockholders cast 70,534,758 votes for, 1,578,171 against, and 393,302 abstaining on named executive officer compensation. This represents 97.8% of votes cast in favor, suggesting strong stockholder support for the company’s executive pay structure and incentive alignment at the time of the meeting.

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026. The vote totaled 78,546,321 for, 2,629,579 against, and 141,977 abstentions, with no broker non-votes, showing clear approval of the company’s chosen external auditor.

There were no broker non-votes on the auditor ratification proposal. The tally was 78,546,321 votes for, 2,629,579 against, and 141,977 abstaining, indicating that all applicable shares were voted on the selection of PricewaterhouseCoopers LLP for fiscal 2026.

Following the 2026 Annual Meeting, eleven directors were elected to one-year terms. The board consists of David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski.

NATIONAL FUEL GAS COMPANY

Dated: March 13, 2026

/s/ Lee E. Hartz

Lee E. Hartz

General Counsel and Secretary

3 documents