| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On July 1, 2025, ONE Gas, Inc. (the “Company”) announced that Joseph L. McCormick, senior vice president, general counsel and assistant secretary, notified the board of directors of the Company (the “Board”) of his plan to retire from his position, effective as of October 1, 2025. No changes have been made to Mr. McCormick’s compensation, and the treatment of his compensation upon his retirement is consistent with prior Company disclosures regarding executive compensation.
On July 1, 2025, the Company announced that its Board elected Regina L. Gregory to serve as the Company’s senior advisor, effective July 16, 2025, and then transitioning to senior vice president, general counsel and assistant secretary, effective upon Mr. McCormick’s retirement on October 1, 2025.
Ms. Gregory, 54, served as the executive vice president, general counsel and corporate secretary of Targa Resources Corp. (“Targa”), a leading provider of midstream services and one of the largest independent infrastructure companies in North America, from March 2020 to January 2024. Ms. Gregory served as the vice president and assistant general counsel of Targa from July 2018 to March 2020. Prior to joining Targa, Ms. Gregory served in senior leadership positions at various energy companies and practiced law at the firms of Jones Day and Norton Rose Fulbright.
Ms. Gregory is eligible to participate in the benefit plans described under the “Compensation Discussion and Analysis” on pages 39 through 52 of the Company’s Proxy Statement relating to its 2025 Annual Meeting of Shareholders, as filed with the United States Securities and Exchange Commission on April 2, 2025 (and such descriptions are incorporated herein by this reference).
There are no arrangements or understandings between Ms. Gregory and any other person pursuant to which she was selected as an officer of the Company, and there are no family relationships between Ms. Gregory and any director or executive officer of the Company. Ms. Gregory has no direct or indirect interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure |
On July 1, 2025, the Company issued a news release announcing the retirement of Joseph L. McCormick, as senior vice president, general counsel and assistant secretary, to be effective October 1, 2025, and that its Board elected Regina L. Gregory to serve as the Company’s senior advisor, effective July 16, 2025, and then transitioning to senior vice president, general counsel and assistant secretary, effective upon Mr. McCormick’s retirement on October 1, 2025. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
