Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On April 1, 2022, the Company issued a total of 6,260 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and
−Removed: Officers (the “DCP”), to the DCP trustee), consisting of 626 shares per director.
−Removed: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan (the “2009 Plan”) as partial consideration for such directors’ services during the quarter ended June 30, 2022.
−Removed: On April 14, 2022, the Company issued to the DCP trustee an additional 210 unregistered shares pursuant to the dividend reinvestment feature of the DCP, consisting of approximately 35 shares for each of the six directors who made a deferral election.
+Added: On October 3, 2022, the Company issued a total of 6,920 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 692 shares per director.
+Added: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended December 31, 2022.
+Added: The Company issued an additional 310 unregistered shares in the aggregate on October 14, 2022 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who defer the shares issued for the quarter ended December 31, 2022.
These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.
3 unchanged sentences
1 - 31, 2022 10,091 $65.17 — 6,971,019
−Removed: May 1 - 31, 2022 9,278 $73.20 — 6,971,019
−Removed: June 1 - 30, 2022 14,101 $71.03 — 6,971,019
+Added: Nov 1 - 30, 2022 9,905 $64.19 — 6,971,019
+Added: Dec 1 - 31, 2022 110,964 $64.97 — 6,971,019
Total 130,960 $64.91 — 6,971,019
(a) Represents (i) shares of common stock of the Company purchased with Company “matching contributions” for the accounts of participants in the Company’s 401(k) plans, and (ii) shares of common stock of the Company tendered to the Company by holders of stock-based compensation awards for the payment of applicable withholding taxes.
−Removed: During the quarter ended June 30, 2022, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program.
+Added: During the quarter ended December 31, 2022, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program.
Of the 130,960 shares purchased other than through a publicly announced share repurchase program, 28,199 were purchased for the Company's 401(k) plans and 102,761 were purchased as a result of shares tendered to the Company by holders of stock-based compensation awards.
3 unchanged sentences
Description of Exhibit
−Removed: • National Fuel Gas Company By-Laws as amended and restated June 15, 2022 (Exhibit 3.1, Form 8-K dated June 17, 2022).
−Removed: • Amendment No.
−Removed: 1 to Credit Agreement, dated as of May 3, 2022, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1, Form 10-Q dated May 6, 2022).
−Removed: • 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 Form of Award Notice for Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
+Added: 10.2 Form of Award Notice for Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
+Added: 10.3 Form of Award Notice for ESG Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan
31.1 Written statements of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
1 unchanged sentence
32•• Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 99 National Fuel Gas Company Consolidated Statements of Income for the Twelve Months Ended June 30, 2022 and 2021.
+Added: 99 National Fuel Gas Company Consolidated Statements of Income for the Twelve Months Ended December 3 1 , 2022 and 2021.
101 Interactive data files submitted pursuant to Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Income and Earnings Reinvested in the Business for the three and nine months ended June 30, 2022 and 2021, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2022 and 2021, (iii) the Consolidated Balance Sheets at June 30, 2022 and September 30, 2021, (iv) the Consolidated Statements of Cash Flows for the nine months ended June 30, 2022 and 2021 and (v) the Notes to Condensed Consolidated Financial Statements.
−Removed: Description of Exhibit
+Added: (i) the Consolidated Statements of Income and Earnings Reinvested in the Business for the three months ended December 31, 2022 and 2021, (ii) the Consolidated Statements of Comprehensive Income for the three months ended December 31, 2022 and 2021, (iii) the Consolidated Balance Sheets at December 31, 2022 and September 30, 2022, (iv) the Consolidated Statements of Cash Flows for the three months ended December 31, 2022 and 2021 and (v) the Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: • Incorporated herein by reference as indicated.
•• In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.
5 unchanged sentences
Controller and Principal Accounting Officer
−Removed: August 5, 2022
+Added: February 3, 2023
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.