RGC Resources (RGCO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 27, 2025, to be held virtually, with record date of November 29, 2024.

• Shareholders will vote on director elections, auditor ratification, and executive compensation approval.

• 10,263,191 common shares outstanding, each entitled to one vote; quorum is a majority of shares.

• Proxy materials and voting instructions provided for internet, phone, mail, or virtual participation.

Voting matters and shareholder proposals

• Election of three Class A directors for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending September 30, 2025.

• Advisory vote to approve named executive officer compensation.

• Shareholder proposals for 2026 must be submitted 120 days before the mailing date of the proxy statement.

Board of directors and corporate governance

• Board consists of ten members in three staggered classes; majority are independent.

• Separate Chair and CEO roles; all directors attended at least 75% of meetings in 2024.

• Three standing committees: Audit, Compensation, and Governance & Nominating, all with independent members.

• Board diversity exceeds Nasdaq objectives, with four female directors.