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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 41 added, 36 removed, 284 unchanged (21% of the section changed)

8 unchanged sentences

OTHER INFORMATION

This disclosure is intended to satisfy any obligation to provide disclosures pursuant to Item 5.03 of Form 8-K.

On February 24, 2022, the Board of NW Holdings approved the amendment and restatement of NW Holdings’ Amended and Restated Bylaws (Bylaws).

The amendments were made to Article II, Section 1 of the Bylaws to provide more flexibility in setting the date of an annual meeting of shareholders.

The Bylaws that were adopted by the Board of NW Holdings on February 24, 2022 are attached to this Annual Report on Form 10-K as Exhibit 3c.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The "Information Concerning Nominees and Continuing Directors", "Delinquent Section 16(a) Reports" and "Corporate Governance" contained in NW Holdings' definitive Proxy Statement for the 2021 Annual Meeting of Shareholders is hereby incorporated by reference.

The "Information Concerning Nominees and Continuing Directors" and "Corporate Governance" contained in NW Holdings' definitive Proxy Statement for the 2022 Annual Meeting of Shareholders is hereby incorporated by reference.

EXECUTIVE OFFICERS

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Vice President, Communications and Chief Marketing Officer (2015-2018);

Chief Marketing & Communications Officer (2013-2014);

Chief Marketing and Communications Officer (2013-2014);

Chief Corporate Communications Officer (2011-2013).

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Process Director (2007-2013).

Palfreyman 42 Vice President, Strategy and Business Development (2017- );

Palfreyman 43 President, NW Natural RNG Holding Company, LLC (2021- );

Vice President, Strategy and Business Development (2017- );

President, NW Natural Water (2018- );

12 unchanged sentences

Weber 62 Vice President, Gas Supply and Utility Support Services (2019- );

President and Chief Executive Officer, NW Natural Gas Storage, LLC and Gill Ranch Storage, LLC (2011- ).

President and Chief Executive Officer, NW Natural Gas Storage, LLC (2011- );

President and Chief Executive Officer, Gill Ranch Storage, LLC (2011-2020).

Williams 46 Vice President, Public Affairs and Sustainability (2020- );

Vice President, Public Affairs (2019-2020);

Government and Community Affairs Director (2018-2019);

2 unchanged sentences

Wilson* 42 Vice President, Chief Accounting Officer, Controller and Treasurer (2) (2017- );

Chief Financial Officer (Interim), Treasurer, Chief Accounting Officer and Controller (2016-2017);

Chief Financial Officer (Interim), Treasurer (Interim), Chief Accounting Officer and Controller (2016-2017);

Chief Accounting Officer, Controller and Assistant Treasurer (2016);

5 unchanged sentences

Wynne** 69 Executive Vice President, Moda, Inc., a privately-held healthcare insurance company (2012- );

Director, FLIR Systems, Inc.

Director, JELD-WEN Holding Inc.

1 unchanged sentence

Director, Lone Rock Resources, Inc.

Director, FLIR Systems, Inc.

Director, Citifyd Inc.

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Partner, Ater Wynne LLP (2001-2002;

President and Chief Executive Officer, Adidas (1995-2000).

President and Chief Executive Officer, Adidas America, Inc.

Wynne’s senior management experience with a variety of companies, board service on a number of public and private companies and longstanding legal practice in the areas of corporate finance, securities and mergers and acquisitions qualify him to provide insight and guidance in the areas of corporate governance, strategic planning, enterprise risk management, finance and operations.

* Executive Officer of Northwest Natural Holding Company and Northwest Natural Gas Company.

** Director of Northwest Natural Gas Company only.

** Director of Northwest Natural Gas Company only (beginning 2018).

All other directors of Northwest Natural Gas Company are also directors of Northwest Natural Holding Company, and information regarding all directors concurrently serving on the Board of Directors of Northwest Natural Gas Company and Northwest Natural Holding Company will be incorporated by reference to our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders.

1 unchanged sentence

(2) Position held at Northwest Natural Holding Company (beginning March 2018) and Northwest Natural Gas Company.

Saathoff’s title at Northwest Natural Holding Company changed from Senior Vice President and General Counsel to Senior Vice President, Regulation and General Counsel.

Each executive officer serves successive annual terms;

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211,062 n/a 345,012

Restated Stock Option Plan 9,438 $ 45.74 —

Employee Stock Purchase Plan 37,360 $ 38.83 118,747

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No stock options or other types of award have been issued under the LTIP.

(2) The number of shares shown in column (c) includes shares that are available for future issuance under the LTIP as Restricted Stock Units, Performance Share Awards, or stock options at December 31, 2020.

(2) The number of shares shown in column (c) includes shares that are available for future issuance under the LTIP as Restricted Stock Units or Performance Share Awards at December 31, 2021.

(3) Prior to January 1, 2005, deferred amounts were credited, at the participant’s election, to either a “cash account” or a “stock account.” If deferred amounts were credited to stock accounts, such accounts were credited with a number of shares of NW Natural (now NW Holdings) common stock based on the purchase price of the common stock on the next purchase date under our Dividend Reinvestment and Direct Stock Purchase Plan, and such accounts were credited with additional shares based on the deemed reinvestment of dividends.

6 unchanged sentences

Effective January 1, 2007, cash accounts are credited quarterly with interest at a rate equal to Moody’s Average Corporate Bond Yield.

Our obligation to pay deferred compensation in accordance with the terms of the DCP will generally become due on retirement, death, or other termination of service, and will be paid in a lump sum or in installments of five, 10, or 15 years as elected by the participant in accordance with the terms of the DCP.

Our obligation to pay deferred compensation in accordance with the terms of the DCP will generally become due on a predetermined date during a participant's service if elected by such participant or on retirement, death, or other termination of service, and will be paid in a lump sum or in installments of five, 10, or 15 years as elected by the participant in accordance with the terms of the DCP.

Amounts credited to stock accounts are payable solely in shares of common stock and cash for fractional shares, and amounts in the above table represent the aggregate number of shares credited to participants' stock accounts.

17 unchanged sentences

AUDIT-RELATED FEES.

This category includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including fees and expenses related to consultations for financial accounting and reporting, in addition to fees for EPA assurance letters.

This category includes fees for tax compliance, and review services rendered for NW Natural's income tax returns.

17 unchanged sentences

Amended and Restated Articles of Incorporation of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K dated October 1, 2018, File No.

Amended and Restated Articles of Incorporation of Northwest Natural Gas Company.

Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed April 7 , 20 20 , File No.

Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed April 7 , 20 20 , File No.

Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2020).

Amended and Restated Bylaws of Northwest Natural Holding Company.

Amended and Restated Bylaws of Northwest Natural Gas Company.

Copy of Mortgage and Deed of Trust of Northwest Natural Gas Company, dated as of July 1, 1946 (Mortgage and Deed of Trust), to Bankers Trust (to whom Deutsche Bank Trust Company Americas is the successor), Trustee (incorporated by reference to Exhibit 7(j) in File No.

16 unchanged sentences

Copy of Indenture, dated as of June 1, 1991, between Northwest Natural Gas Company and Bankers Trust Company (to whom Deutsche Bank Trust Company Americas is successor), Trustee, relating to Northwest Natural Gas Company's Unsecured Debt Securities (incorporated by reference to Exhibit 4(e) in File No.

Credit Agreement, dated as of October 2, 2018, among Northwest Natural Holding Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

Amended and Restated Credit Agreement, dated as of November 3, 2021, among Northwest Natural Holding Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 4.1 to Form 8-K dated October 3, 2018, File No.

Credit Agreement, dated as of October 2, 2018, among Northwest Natural Gas Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2021, File No.

Amended and Restated Credit Agreement, dated as of November 3, 2021, among Northwest Natural Gas Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 4.1 to Form 8-K dated October 3, 2018, File No.

Credit Agreement, dated as of June 27, 2019, among NW Natural Water Company, LLC, Northwest Natural Holding Company, the lenders party thereto, and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 10-Q for the quarter ended June 30, 2019, File No.

Credit Agreement, dated as of March 23, 2020, among Northwest Natural Gas Company, the lenders party thereto, and U.S.

Bank National Association, as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed March 25, 2020, File No.

Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporate d by reference to Exhi bit 4j to For m 10-K for th e year ended December 31, 2019, File No.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 4.2 to Form 10-Q for the quarter ended September 30, 2021, File No.

Credit Agreement, dated as of June 10, 2021, among NW Natural Water Company, LLC, Northwest Natural Holding Company, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed June 14, 2021, File No.

Credit Agreement, dated as of June 10, 2021, among Northwest Natural Gas Company, the lenders party thereto, and U.S.

Bank National Association, as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed June 14, 2021, File No.

Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4j to Form 10-K for the year ended December 31, 2019, File No.

Purchase and Sale Agreement dated June 20, 2018, between NW Natural Gas Storage LLC and SENSA Holdings LLC (incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2018, File No.

26 unchanged sentences

Directors Deferred Compensation Plan, effective June 1, 1981, restated as of October 1, 2018 (incorporated by reference to Exhibit 10.5 to the Form 8-K dated October 1, 2018, File No.

Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of October 1, 2018 (incorporated by reference to Exhibit 10.3 to the Form 8-K dated October 1, 2018, File No.

Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of September 23, 2021 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2021, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Gas Company and each director and certain executive officers (incorporated by reference to Exhibit 10l to Form 10-K for 2018, File No.

7 unchanged sentences

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of October 1, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 1, 2018, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2018-2020) (incorporated by reference to Exhibit 10y to Form 10-K for 2017, File No.

Form of Performance Share Long Term Incentive Award Agreement under Long Term Incentive Plan (2019-2021) (incorporated by reference to Exhibit 10z to Form 10-K for 2018, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2020-2022) (incorporated by reference to Exhibit 10x to Form 10-K for 2019, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023)(incorporated by reference to Exhibit 10w to Form 10-K for 2020, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2022-2024).

2 unchanged sentences

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2022).

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2021) (incorporated by reference to Exhibit 10z to Form 10-K for 2020, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2020) (incorporated by reference to Exhibit 10aa to Form 10-K for 2019, File No.

1 unchanged sentence

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2018) (incorporated by reference to Exhibit 10bb to Form 10-K for 2017, File No.

Corrected Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2017) (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2017, File No.

Severance Agreement between Northwest Natural Gas Company and an executive officer, dated August 1, 2016 (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 29, 2016, File No.

30 unchanged sentences

Boyle Director )

Carter Director )

/s/ Monica Enand Director )

Monica Enand )

Scott Gibson Director )

Scott Gibson )

Hamachek Director )

/s/ Karen Lee Director February 26, 2021

/s/ Karen Lee Director )

/s/ Dave McCurdy Director )

Dave McCurdy )

/s/ Sandra McDonough Director February 25, 2022

Sandra McDonough )

/s/ Nathan I.

17 unchanged sentences

Boyle Director )

Carter Director )

/s/ Monica Enand Director )

Monica Enand )

Scott Gibson Director )

Scott Gibson )

Hamachek Director )

/s/ Karen Lee Director )

/s/ Dave McCurdy Director February 26, 2021

/s/ Dave McCurdy Director )

Dave McCurdy )

/s/ Sandra McDonough Director February 25, 2022

Sandra McDonough )

/s/ Nathan I.

9 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.

What changed 10-K

Item 9A. Controls and Procedures