(Date of report) | November 25, 2014 |
(Date of earliest event reported) | November 25, 2014 |
Oklahoma | 001-36108 | 46-3561936 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
Item 5.08 | Shareholder Director Nominations | |
To the extent applicable, the information in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08. | ||
Item 7.01 | Regulation FD Disclosure | |
On November 25, 2014, we announced that our 2015 annual meeting of stockholders (the “2015 Annual Meeting”) has been scheduled for May 21, 2015. In accordance with our Amended and Restated By-Laws, a stockholder who wishes to nominate a person for election to the board of directors by stockholders at the 2015 Annual Meeting must deliver notice to us at our executive office at 15 East Fifth Street, Tulsa, OK 74103, no later than the close of business on December 5, 2014. The notice must comply with and contain the information required by the rules and regulations of the Securities and Exchange Commission and our Amended and Restated By-Laws. In addition, the deadline for stockholder proposals under Rule 14a-8 of the proxy rules of the Securities and Exchange Commission is December 5, 2014; however, we note that in light of the fact that our separation from ONEOK, Inc. occurred on January 31, 2014, no stockholder of ONE Gas will meet the one year holding period requirement under Rule 14a-8 at that time and, accordingly, no stockholder will be eligible to make a Rule 14a-8 proposal in connection with the 2015 Annual Meeting. The Rule 14a-8 deadline for the 2016 Annual Shareholder Meeting will occur more than one year after the date of the separation from ONEOK, Inc. At that time, eligible shareholders will be entitled to make shareholder proposals in accordance with Rule 14a-8 for the 2016 Annual Shareholder Meeting. A copy of the news release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing. | ||
Item 9.01 | Financial Statements and Exhibits | |
(d) | Exhibits | |
Exhibit Number | Description | |
99.1 | News release issued by ONE Gas, Inc. dated November 25, 2014. | |
ONE Gas, Inc. | |||
Date: | November 25, 2014 | By: | /s/ Curtis L. Dinan |
Curtis L. Dinan Senior Vice President, Chief Financial Officer and Treasurer | |||
Exhibit Number | Description | |
99.1 | News release issued by ONE Gas, Inc. dated November 25, 2014. | |