8-KLeadership ChangesExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Executive Changes (May 29, 2012)

Filed May 29, 2012For Securities:ATO

Summary

This Form 8-K filing from Atmos Energy Corporation (ATO) on May 29, 2012, primarily announces a significant leadership transition within its finance department. Fred E. Meisenheimer, the current Senior Vice President and Chief Financial Officer (CFO), is set to retire effective October 1, 2012. This transition involves the appointment of Bret J. Eckert as his successor, who will join the company on June 4, 2012, reporting to Mr. Meisenheimer until the official handover. Investors should note the details surrounding Mr. Eckert's onboarding and compensation package, which includes a starting salary, a sign-on bonus, and significant equity awards in the form of restricted stock units. Furthermore, the company has entered into a change in control severance agreement with Mr. Eckert, outlining specific benefits in the event of termination following a change in control. The filing also includes a related news release as an exhibit.

Key Highlights

  • 1Fred E. Meisenheimer, Senior Vice President and CFO, will retire effective October 1, 2012.
  • 2Bret J. Eckert, formerly an audit partner at Ernst & Young LLP, will join Atmos Energy as Senior Vice President on June 4, 2012.
  • 3Bret J. Eckert will succeed Mr. Meisenheimer as Senior Vice President and CFO on October 1, 2012.
  • 4Mr. Eckert's compensation includes an annual salary of $350,000, a $75,000 sign-on bonus, and substantial restricted stock unit grants vesting in 2014 and 2015.
  • 5Atmos Energy will enter into a change in control severance agreement with Mr. Eckert, providing for a lump sum payment (2.5x total compensation) and continued benefits in specific termination scenarios.
  • 6The severance agreement outlines specific conditions under which benefits would not be paid, such as termination for cause, retirement, death, disability, or voluntary termination (excluding constructive termination).

Frequently Asked Questions

The main purpose of this 8-K filing is to announce a planned leadership transition in the finance department. Fred E. Meisenheimer, the current CFO, is retiring, and Bret J. Eckert has been appointed as his successor.

Bret J. Eckert will officially succeed Fred E. Meisenheimer as Senior Vice President and Chief Financial Officer effective October 1, 2012. He will join the company on June 4, 2012, and will report to Mr. Meisenheimer until the transition.

Mr. Eckert will receive an annual salary of $350,000, a $75,000 sign-on bonus, and two grants of 7,300 performance-based and time-lapse restricted stock units, vesting in September 2014 and June 2015, respectively. He will also be eligible for other senior officer compensation plans.

In the event of termination within three years following a change in control, Mr. Eckert is entitled to a lump sum payment equal to 2.5 times his total compensation (salary + average bonus), 18 months of continued health benefits (COBRA), and a lump sum payment covering additional retirement plan contributions and other benefits for specified periods. However, no severance is paid if terminated for cause, retirement, death, disability, or voluntary termination (unless it's a 'constructive termination').