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

Rhea-AI Filing Summary

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.

NATIONAL FUEL GAS CO false 0000070145 0000070145 2026-03-12 2026-03-12

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.

				NATIONAL FUEL GAS COMPANY
Dated: March 13, 2026				By:		/s/ Lee E. Hartz
				Name:		Lee E. Hartz
				Title:		General Counsel and Secretary

FAQ

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

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.

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

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.

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

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.

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

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.

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

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.

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

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.

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