RGC Resources (RGCO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 26, 2026, to be held virtually, with shareholders of record as of November 28, 2025, eligible to vote.

• Key proposals include election of three Class B directors, ratification of Deloitte & Touche LLP as auditor, authorization of 50,000 additional shares for the Stock Bonus Plan, and an advisory vote on executive compensation.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Election of three Class B directors: Jacqueline L. Archer, Frank Russell Ellett, and Robert B. Johnston, with two current directors retiring and board size reduced from ten to nine.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending September 30, 2026.

• Authorization sought for 50,000 additional common shares for the Stock Bonus Plan, continuing modest annual awards to non-officers.

• Advisory vote on executive compensation, with the board committed to considering shareholder feedback in future decisions.

• Shareholder proposals for the 2026 meeting must be submitted at least 120 days before the proxy mailing anniversary.

Board of directors and corporate governance

• Board divided into three classes with staggered terms; majority of directors are independent per SEC and Nasdaq standards.

• Separate Chair and CEO roles; all directors attended at least 75% of meetings in 2025.

• Standing committees: Audit, Compensation, and Governance & Nominating, all comprised of independent directors.

• Governance & Nominating Committee oversees ESG initiatives and director nominations, considering diversity, experience, and independence.