18 unchanged sentences
Item 9B Other Information
+Added: Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10 Directors, Executive Officers and Corporate Governance
The Company will file the definitive Proxy Statement with the SEC no later than 120 days after September 30, 2022.
−Removed: The information concerning directors will be set forth in the definitive Proxy Statement under the headings entitled “Nominees for Election as Directors for One-Year Terms to Expire in 2023,” “Continuing Directors Whose Terms Expire in 2024,” and “Continuing Directors Whose Terms Expire in 2023,” and is incorporated herein by reference.
−Removed: The information concerning corporate governance will be set forth in the definitive Proxy Statement under the heading entitled “Meetings of the Board of Directors and
−Removed: Standing Committees” and is incorporated herein by reference.
+Added: The information concerning directors will be set forth in the definitive Proxy Statement under the headings entitled “Nominees for Election as Directors for One-Year Terms to Expire in 2024,” and
+Added: “Continuing Directors Whose Terms Expire in 2024,” and is incorporated herein by reference.
+Added: The information concerning corporate governance will be set forth in the definitive Proxy Statement under the heading entitled “Meetings of the Board of Directors and Standing Committees” and is incorporated herein by reference.
Information concerning the Company’s executive officers can be found in Part I, Item 1, of this report.
31 unchanged sentences
3(ii) By-Laws:
−Removed: • By-Laws of National Fuel Gas Company, as amended December 11, 2020 (Exhibit 3.1, Form 8-K dated December 15, 2020)
+Added: • By-Laws of National Fuel Gas Company, as amended June 15, 2022 (Exhibit 3.1, Form 8-K dated June 17, 2022)
4 Instruments Defining the Rights of Security Holders, Including Indentures:
15 unchanged sentences
10 Material Contracts:
−Removed: • Fourth Amended and Restated Credit Agreement, dated as of October 25, 2018, among the Company, the Lenders Party Thereto, and JP Morgan Chase Bank, National Association, as Administrative Agent (Exhibit 10.1, Form 8-K dated October 31, 2018)
−Removed: • Amendment No.
−Removed: 1 to Fourth Amended and Restated Credit Agreement, dated as of February 3, 2021, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2, Form 8-K dated February 4, 2021)
• Form of Indemnification Agreement, dated September 2006, between the Company and each Director (Exhibit 10.1, Form 8-K dated September 18, 2006)
• Purchase and Sale Agreement, dated as of May 4, 2020, by and among SWEPI LP, Seneca Resources Company, LLC, NFG Midstream Covington, LLC, National Fuel Gas Midstream Company, LLC and National Fuel Gas Company (Exhibit 10.1, Form 8-K dated May 4, 2020)
−Removed: • 364-Day Credit Agreement, dated as of May 4, 2020, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2, Form 8-K dated May 4, 2020)
+Added: • Credit Agreement, dated as of February 28, 2022, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A.
+Added: as Administrative Agent (Exhibit 10.1, Form 8-K dated February 28, 2022)
• Amendment No.
−Removed: 1 to 364-Day Credit Agreement, dated as of February 3, 2021, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1, Form 8-K dated February 4, 2021)
+Added: 1 to Credit Agreement, dated as of May 3, 2022, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A.
+Added: as Administrative Agent (Exhibit 10.1, Form 10-Q dated May 6, 2022)
+Added: • 364-Day Credit Agreement, dated as of June 30, 2022, among the Company, the Lenders party thereto, and Wells Fargo Bank, National Association as Administrative Agent (Exhibit 10.1, Form 8-K dated July 1, 2022)
+Added: 10.1 Amendment No.
+Added: 1 to 364-Day Credit Agreement, dated as of September 27, 2022, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent
Management Contracts and Compensatory Plans and Arrangements:
• Standard Form of Amended and Restated Employment Continuation and Noncompetition Agreement among the Company, a subsidiary of the Company and executive officers (Exhibit 10.1, Form 10-K for the fiscal year ended September 30, 2008)
−Removed: • Form of Amended and Restated Employment Continuation and Noncompetition Agreement between Seneca Resources Company, LLC and John P.
−Removed: McGinnis (Exhibit 10.1, Form 10-K for the fiscal year ended September 30, 2017)
• National Fuel Gas Company 1997 Award and Option Plan, as amended and restated as of July 23, 2007 (Exhibit 10.4, Form 10-Q for the quarterly period ended March 31, 2008)
1 unchanged sentence
• National Fuel Gas Company 2010 Equity Compensation Plan, as amended and restated December 5, 2018 (Exhibit 10.1, Form 8-K dated March 11, 2019)
−Removed: Description of
• Form of Stock Appreciation Right Award Notice under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.4, Form 10-Q for the quarterly period ended December 31, 2010)
• National Fuel Gas Company 2012 Annual At Risk Compensation Incentive Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 2012)
+Added: Description of
• National Fuel Gas Company Executive Annual Cash Incentive Program (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2009)
18 unchanged sentences
• National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, Amended and Restated as of September 24, 2008 (Exhibit 10.5, Form 10-K for the fiscal year ended September 30, 2008)
−Removed: Description of
• Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, dated June 1, 2010 (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 2010)
• Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, dated August 13, 2015 (Exhibit 10.2, Form 10-K for the fiscal year ended September 30, 2015)
+Added: Description of
• Amendment to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan, dated December 14, 2020 (Exhibit 10.4, Form 10-Q for the quarterly period ended December 31, 2020)
2 unchanged sentences
• Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended December 31, 2021)
+Added: • Form of Award Notice for ESG Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2021)
• Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.1, Form 10-Q for the quarterly period ended December 31, 2020)
• Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended December 31, 2020)
−Removed: • Form of Award Notice for Return on Capital Performance Shares under National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.1, Form 10-Q for the quarterly period ended December 31, 2018)
+Added: • Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.1, Form 10-Q for the quarterly period ended December 31, 2019)
• Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.2, Form 10-Q for the quarterly period ended December 31, 2019)
21 unchanged sentences
Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the material contained in Exhibit 32 is “furnished” and not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Registrant specifically incorporates it by reference.
+Added: Item 16 Form 10-K Summary
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
32 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.