8-KLeadership ChangesOther EventsExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Executive Changes (Sep 28, 2011)

Filed September 28, 2011For Securities:ATO

Summary

Atmos Energy Corporation (ATO) filed an 8-K report on September 28, 2011, detailing two significant events impacting its corporate governance and shareholder value. Firstly, the company announced a board authorization to repurchase up to five million shares of common stock over a five-year period. This move is primarily aimed at mitigating the dilutive impact of equity-based compensation plans, suggesting a strategic effort to preserve shareholder equity. Secondly, the report outlines adjustments to the compensation packages of Executive Chairman Robert W. Best and President and CEO Kim R. Cocklin, effective October 1, 2011. These adjustments reflect the ongoing transition of CEO responsibilities from Mr. Best to Mr. Cocklin. While Mr. Best's base salary is reduced, Mr. Cocklin's is increased, and both executives see adjustments in their target incentive awards under the Annual Incentive Plan and Long-Term Incentive Plan. These compensation changes are based on a review by an independent compensation consultant against a peer group of natural gas service providers.

Key Highlights

  • 1Atmos Energy Corporation's Board of Directors authorized a share repurchase program of up to 5 million shares over five years.
  • 2The primary purpose of the repurchase program is to offset the dilutive effects of equity-based employee incentive compensation.
  • 3Compensation adjustments were made for Executive Chairman Robert W. Best and President & CEO Kim R. Cocklin, effective October 1, 2011.
  • 4Mr. Best's annual base salary was reduced from $750,000 to $510,000.
  • 5Mr. Cocklin's annual base salary was increased from $750,000 to $850,000.
  • 6Target incentive award percentages for fiscal year 2012 were adjusted for both executives under the Annual Incentive Plan and Long-Term Incentive Plan.
  • 7These compensation changes align with the ongoing transition of CEO duties from Mr. Best to Mr. Cocklin.

Frequently Asked Questions

The primary purpose of the authorized share repurchase program is to minimize the dilutive effect of equity grants issued under the company's various benefit-related incentive compensation plans.

Effective October 1, 2011, Robert W. Best's base salary will decrease to $510,000, while Kim R. Cocklin's base salary will increase to $850,000. Additionally, target incentive award levels for fiscal year 2012 are being adjusted for both executives under the Annual Incentive Plan and Long-Term Incentive Plan, with Mr. Cocklin's long-term incentive target increasing.

The adjustments were made in recognition of the continuing transition of duties from Robert W. Best, Executive Chairman, to Kim R. Cocklin, President and CEO. The Human Resources Committee reviewed compensation data from a peer group of natural gas service providers, prepared by an independent consultant.

No, similar to all other executive officers of the company, Mr. Best and Mr. Cocklin are 'at will' employees and do not have employment agreements with Atmos Energy Corporation.