Attached files
| file | filename |
|---|---|
| EX-10.3 - AWARD OF STOCK BONUS - DELTA NATURAL GAS CO INC | brownnotice.htm |
| EX-10.6 - AWARD OF STOCK BONUS - DELTA NATURAL GAS CO INC | ramseynotice.htm |
| EX-10.4 - AWARD OF STOCK BONUS - DELTA NATURAL GAS CO INC | caudillnotice.htm |
| EX-10.5 - AWARD OF STOCK BONUS - DELTA NATURAL GAS CO INC | jenningsnotice.htm |
| EX-10.1 - RE STOCK BONUS - DELTA NATURAL GAS CO INC | prospectussummary.htm |
| EX-10.2 - NOTICE OF STOCK BONUS - DELTA NATURAL GAS CO INC | formofstockbonusaward.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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August
16, 2010
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Date
of Report (Date of earliest event reported)
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DELTA
NATURAL GAS COMPANY, INC.
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(Exact
name of registrant as specified in its charter)
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Kentucky
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0-8788
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61-0458329
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
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3617
Lexington Road, Winchester, Kentucky
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40391
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(Address
of principal executive offices)
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(Zip
Code)
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859-744-6171
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Registrant’s
telephone number, including area code
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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I Item
5.02
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Departure
of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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On August 16, 2010, the Board of
Directors of Delta Natural Gas Company, Inc. ratified and approved the
recommendation of Delta's Corporate Governance and Compensation Committee to
award Stock Bonus Awards and Performance Shares Awards to the Company’s
principal executive officer, principal financial officer and other
executive officers who were Named Executive Officers in the Company’s proxy
statement for its 2009 Annual Meeting of Shareholders. The awards
were made in accordance with the Company’s Incentive Compensation plan, approved
by the shareholders on November 19, 2009 at the 2009 Annual Meeting of
Shareholders. The Public Service Commission of the Commonwealth of
Kentucky issued an Order on February 8, 2010 which approved the Company issuing
Shares under the Incentive Compensation plan. The complete text of
the Plan has been filed as Exhibit No. 4.1 to the Company’s Registration
Statement on Form S-8, as filed with the Securities and Exchange Commission on
March 4, 2010, and is incorporated herein by reference. See Exhibit
10.1 for Summary Plan Information of the Incentive Compensation
Plan.
The Stock Bonus Awards will vest on
August 23, 2010. The table below sets forth the number of Stock Bonus
Awards granted to the following Named Executive Officers and the value of those
awards on the grant date.
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Number
of Shares
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Value
at
August
16, 2010
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John
B. Brown
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600
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$17,598
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Johnny
L. Caudill
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600
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$17,598
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Glenn
R. Jennings
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2,000
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$58,660
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Brian
S. Ramsey
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600
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$17,598
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See Exhibit 10.2 for the Form of Notice
of Stock Bonus Award entered with each of the above Named Executive Officers
with respect to the awards described in the table above.
The Performance Shares Awards will vest
only if the performance objective of the awards is met. The
performance objective of these awards is based on the Company’s fiscal 2011
audited earnings per share, before any cash bonuses or stock
awards. Subject to further limitations described in the Incentive
Compensation Plan and the Notice of Performance Shares Award, all Performance
Shares paid shall be in the form of Restricted Stock, which shall vest in 1/3
increments each year beginning on August 31, 2011, and annually each August 31
thereafter until fully vested as long as the Recipient is an Employee throughout
each such Restriction Period. The table below sets forth the range of
Performance Shares that may be granted to the following Named Executive Officers
and the value of those awards on the grant date.
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Minimum
Number of Shares
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Maximum
Number of Shares
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Minimum
Value at August 16, 2010
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Maximum
Value at August 16, 2010
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John
B. Brown
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0
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2,000
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0
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$58,660
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|||
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Johnny
L. Caudill
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0
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2,000
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0
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$58,660
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|||
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Glenn
R. Jennings
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0
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10,000
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0
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$293,300
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Brian
S. Ramsey
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0
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2,000
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0
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$58,660
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See Exhibits 10.3, 10.4, 10.5 and 10.6
for the Notices of Performance Shares Award entered with Mr. Brown, Mr. Caudill,
Mr. Jennings and Mr. Ramsey, respectively.
The foregoing summary of the Incentive
Compensation Plan and the terms of the Stock Bonus Awards and the Performance
Shares Awards do not purport to be complete and are qualified in their entirety
by reference to the complete text of the documents.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are being filed
herewith:
10.1 Summary
Plan Information of the Incentive Compensation Plan
10.2 Form
of Notice of Stock Bonus Award
10.3 Notice
of Performance Shares Award between the Company and John B. Brown
10.4 Notice
of Performance Shares Award between the Company and Johnny L.
Caudill
10.5 Notice
of Performance Shares Award between the Company and Glenn R.
Jennings
10.6 Notice
of Performance Shares Award between the Company and Brian S. Ramsey
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DELTA
NATURAL GAS COMPANY, INC.
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Date: August
20, 2010
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By:
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/s/John
B. Brown
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John
B. Brown
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Chief
Financial Officer, Treasurer and
Secretary
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