4 unchanged sentences
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
−Removed: The Company’s management, including the Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.
−Removed: Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023.
+Added: The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.
+Added: Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.
Management’s Annual Report on Internal Control over Financial Reporting
14 unchanged sentences
The Company will file the definitive Proxy Statement with the SEC no later than 120 days after September 30, 2024.
−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 2025,” and “Continuing Directors Whose Terms Expire in 2025,” 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 at the 2025 Annual Meeting of Stockholders” and is incorporated herein by reference.
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.
3 unchanged sentences
The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of the SEC’s Regulation S-K, by posting such information on its website, www.nationalfuel.com.
+Added: We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the New York Stock Exchange listing standards.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
Item 11 Executive Compensation
11 unchanged sentences
The information regarding certain relationships and related transactions will be set forth in the definitive Proxy Statement under the headings “Compensation Committee Interlocks and Insider Participation” and “Related Person Transactions” and is incorporated herein by reference.
−Removed: The information regarding director
−Removed: independence will be set forth in the definitive Proxy Statement under the heading “Director Independence” and is incorporated herein by reference.
+Added: The information regarding director independence will be set forth in the definitive Proxy Statement under the heading “Director Independence” and is incorporated herein by reference.
Item 14 Principal Accountant Fees and Services
19 unchanged sentences
• Thirteenth Supplemental Indenture, dated as of March 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No.
+Added: Description of
• Fourteenth Supplemental Indenture, dated as of July 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York Mellon (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993)
• Indenture dated as of October 1, 1999, between the Company and The Bank of New York Mellon (formerly The Bank of New York) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1999)
−Removed: Description of
• Officers Certificate establishing 5.20% Notes due 2025, dated June 25, 2015 (Exhibit 4.1.1, Form 8-K dated June 25, 2015)
12 unchanged sentences
as Administrative Agent (Exhibit 10.1, Form 10-Q dated May 6, 2022)
+Added: • Credit Agreement Existing Maturity Date Extension Consent, dated February 1, 2024, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (E xhibit 10.1, Form 10-Q for the quarterly period ended March 31, 2024)
+Added: • Term Loan Agreement, dated as of February 14, 2024, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.1, Form 8-K dated February 14, 2024)
Management Contracts and Compensatory Plans and Arrangements:
−Removed: • 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)
+Added: • Standard Form of Amended and Restated Employment Continuation and Noncompetition Agreement among the Company, a subsidiary of the Company (other than Seneca) and an executive officer (Exhibit 10.1, Form 10-K for the fiscal year ended September 30, 2008)
+Added: 10.1 Form of Employment Continuation and Noncompetition Agreement between Seneca Resources Company, LLC and an executive officer of the Company employed by Seneca
• National Fuel Gas Company 2010 Equity Compensation Plan, as amended and restated December 7, 2023 (Exhibit 10.1, Form 8-K dated March 11, 2024)
+Added: Description of
• 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)
• National Fuel Gas Company Executive Annual Cash Incentive Program (Exhibit 10.3, Form 10-Q for the quarterly period ended December 31, 2009)
−Removed: • Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company, as amended and restated effective June 9, 2016 (Exhibit 10.1, Form 10-Q for the quarterly period ended June 30, 2016)
• National Fuel Gas Company Deferred Compensation Plan, as amended and restated through March 20, 1997 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1997)
2 unchanged sentences
2 to the National Fuel Gas Company Deferred Compensation Plan, dated March 13, 1998 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1998)
−Removed: Description of
• Amendment to the National Fuel Gas Company Deferred Compensation Plan, dated February 18, 1999 (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 1999)
14 unchanged sentences
• 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, 2023)
−Removed: Description of
• 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, 2023)
+Added: • Form of Award Notice for Retention Grant Return on Capital Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.4, Form 10-Q for the quarterly period ended December 31, 2023)
+Added: • Form of Award Notice for Retention Grant Return on Total Shareholder Return Performance Shares under the National Fuel Gas Company 2010 Equity Compensation Plan (Exhibit 10.5, Form 10-Q for the quarterly period ended December 31, 2023)
• 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, 2022)
3 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)
+Added: • Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company, as amended and restated effected December 1, 2023 (Exhibit 10.6, Form 10-Q for the quarterly period ended December 31, 2023)
• Retirement and Consulting Services Agreement, dated as of March 9, 2023, between National Fuel Gas Distribution Corporation and Karen M.
Camiolo (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 2023)
+Added: 19 Policy on Insider Trading in National Fuel Gas Company Securities, dated September 14, 2023
+Added: Description of
21 Subsidiaries of the Registrant
7 unchanged sentences
32•• Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97 National Fuel Gas Company Clawback Policy, effective December 1, 2023
99 Additional Exhibits:
6 unchanged sentences
• Incorporated herein by reference as indicated.
−Removed: Description of
All other exhibits are omitted because they are not applicable or the required information is shown elsewhere in this Annual Report on Form 10-K.
31 unchanged sentences
November 22, 2024
−Removed: Silverstein Treasurer and Principal Financial Officer Date:
+Added: Silverstein Treasurer and Chief Financial Officer Date:
November 22, 2024
−Removed: Mendel Controller and Principal Accounting Officer Date:
+Added: Mendel Controller and Chief Accounting Officer Date:
November 22, 2024
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.