8-KLeadership ChangesExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Executive Changes (Sep 27, 2005)

Filed September 27, 2005For Securities:ATO

Summary

This Form 8-K filing from Atmos Energy Corporation, dated September 26, 2005, primarily reports on significant changes in executive leadership and reporting structures within the company. Effective October 1, 2005, Richard A. Erskine will assume additional responsibilities as president of the Mid-Tex Division, alongside his role as president of Atmos Pipeline–Texas. Concurrently, Mark H. Johnson, currently president of Atmos Energy Marketing, LLC, will transition to vice president of nonutility operations for Atmos Energy Corporation and is slated to succeed JD Woodward as senior vice president, nonutility operations upon Woodward's retirement on April 1, 2006. These organizational adjustments are accompanied by the establishment of Change in Control Severance Agreements for Messrs. Erskine and Johnson. These agreements will provide specific severance benefits, calculated as 2.5 times total compensation, in the event of termination within three years following a change in control of the company, with certain exceptions for termination for cause, retirement, death, disability, or voluntary resignation (unless a constructive termination). The filing also includes a news release dated September 26, 2005, detailing these management changes.

Key Highlights

  • 1Atmos Energy Corporation is implementing executive leadership changes and reporting structure realignments effective October 1, 2005.
  • 2Richard A. Erskine will take on the additional role of President of the Mid-Tex Division, while retaining his position as President of Atmos Pipeline–Texas.
  • 3Mark H. Johnson is appointed Vice President, Nonutility Operations, and will succeed JD Woodward as Senior Vice President, Nonutility Operations upon Woodward's retirement on April 1, 2006.
  • 4JD Woodward, Senior Vice President, Nonutility Operations, will retire effective April 1, 2006.
  • 5Change in Control Severance Agreements are being established for Messrs. Erskine and Johnson, providing for 2.5 times total compensation in specific termination scenarios related to a change in control.
  • 6These agreements have defined 'cause' and 'constructive termination' clauses, impacting severance eligibility.
  • 7The filing includes an exhibit (Exhibit 99.1) which is a news release dated September 26, 2005, announcing these management changes.

Frequently Asked Questions

The filing announces that Richard A. Erskine will assume additional duties as president of the Mid-Tex Division, and Mark H. Johnson will become vice president, nonutility operations. Johnson is also slated to succeed JD Woodward as senior vice president, nonutility operations upon Woodward's retirement.

The reporting changes and new assignments for Messrs. Erskine and Johnson are effective October 1, 2005. JD Woodward's retirement is effective April 1, 2006.

Change in Control Severance Agreements are being put in place for Messrs. Erskine and Johnson. These agreements stipulate a severance payment equal to 2.5 times their total compensation (base salary plus average bonus) if their employment is terminated within three years following a change in control of the company, provided it's not for 'cause,' retirement, death, or disability, and not a voluntary termination except for 'constructive termination'.

No, this Form 8-K filing is solely focused on reporting executive leadership changes, appointments, and severance agreements. It does not contain financial statements or performance metrics.