PREC14A

The Committee to Re-Energize Gas Natural is providing you with this proxy statement in connection with our solicitation of proxies to be used at the annual meeting of shareholders of Gas Natural Inc. (“Gas Natural” or the “Company”) scheduled to be held at [ ] on [ ] at [ ]:[ ] [ ].m., local time, and any postponements, adjournments or continuations thereof (the “Annual Meeting”).

The “Participants” making this solicitation, and the members of the Committee, are its six nominees (each a “Nominee”) to Gas Natural’s Board of Directors (the “Board”): Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy, and Lauren Tristano. At the Annual Meeting, the Participants will seek the election to the Board of each Nominee. Each Nominee has consented, if elected, to serve as a director.

This Proxy Statement and the WHITE proxy card are first being furnished to shareholders on or about June [ ], 2016.

We strongly urge you to carefully consider the information set forth in this Proxy Statement and then support our efforts to elect our Nominees by signing, dating and returning the enclosed WHITE proxy card in the postage paid envelope provided. If you have already voted a proxy card furnished by the Company’s management, you have every right to change your votes by signing, dating and returning a later dated proxy card or by voting in person at the Annual Meeting.

Even if you plan to attend the Annual Meeting, you are requested to complete, sign, date and return the WHITE proxy card in the enclosed envelope to Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, before [ ] on [ ], 2016, or, in the event that the Annual Meeting is adjourned or postponed, prior to [ ] on the last business day prior to the date fixed for the adjourned or postponed meeting. If you have any questions or require any assistance with your vote, please contact Georgeson, which is assisting us, at their address and toll-free numbers listed below.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

This Proxy Statement, as well as other proxy materials to be distributed by the Participants, are available

Your vote is important, no matter how many Shares you own. We urge you to sign, date, and return the enclosed WHITE proxy card today to vote FOR the election of our Nominees.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our six Nominees only on our WHITE proxy card. So please make certain that the latest dated proxy card you return is the WHITE proxy card.

If you have any questions, require assistance in voting your WHITE proxy card,

or need additional copies of the Participants’ proxy materials,

please contact Georgeson at the phone number or email listed below.

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Call Toll-Free: (888) 219-8320

Or email ReEnergizeEgas@Georgeson.com

In 2003, Mr. Osborne co-founded The Committee to Re-Energize Energy West (the predecessor corporation to Gas Natural) to elect four directors to the Energy West board. That committee successfully placed multiple directors on the Energy West board pursuant to a negotiated settlement. Mr. Osborne subsequently became the Gas Natural Chairman in 2005 and its Chief Executive Officer is 2007.

Notwithstanding the success of the Company since Mr. Osborne took the reins in 2003, in 2014 the Board replaced Mr. Osborne as CEO with his son, Gregory, and then removed Mr. Osborne from the Board by not putting him up for re-election at the 2014 annual meeting of shareholders.

In the two short years since his ouster, many of the same issues that prompted Mr. Osborne to form The Committee to Re-Energize Energy West have re-emerged, along with many other new issues. Before the situation gets worse, Mr. Osborne re-formed The Committee to Re-Energize Gas Natural to replace the entire Board with nominees who again will be more responsible in their direction of the management of Gas Natural than the current Board. The Committee is urgently soliciting your proxy to enable it to implement a new business strategy for Gas Natural.

The following recent events illustrate the Company’s declining financial condition, the Board’s questionable corporate governance practices, and highlight our concerns:

These events and failures have led us to believe that your investment in Gas Natural is not being maximized by the current Board. We believe in Gas Natural’s future, but not without some changes. In the following sections, we describe in further detail why we believe the shareholders of Gas Natural deserve a prompt and comprehensive change in the way Gas Natural is doing business.

On May 9, 2016, Gas Natural reported financial results for the first quarter ended March 31, 2016. The Company reported income from continuing operations of $2.7 million for the first quarter 2016, compared with income from continuing operations of $4.4 million for the first quarter of 2015. This compares with income from continuing operations of $4.5 million for the first quarter of 2014. In other words, the Company’s first quarter performance has declined 40% since Mr. Osborne’s last full quarter as Chairman and CEO of the Company.

By comparison, for the quarter ended March 31, 2016, RGC Resources, Inc. (NASDAQ: RGCO) reported an increase in operating income of 10.6% compared to the same period in 2015, Delta Natural Gas Company, Inc. (NASDAQ: DGAS) reported a decline in operating income of only 2.7% compared to the same period in 2015, and Chesapeake Utilities

Corporation (NYSE:CPK) reported a decline in operating income of only 2.9% compared to the same period in 2015. In other words, notwithstanding the same unseasonably warm weather affecting these comparable companies, their performance improved or declined significantly less as compared to Gas Natural. The Committee believes that Delta Natural Gas Company, RGC Resources and Chesapeake Utilities are comparable to Gas Natural as each distributes and sells natural gas to residential, commercial and industrial customers within its service territories (although Chesapeake also distributes electricity and propane) and is subject to the same market conditions as the Company.

We believe that the Company’s shift to a national call center instead of continuing to have sales representatives in the field, among other operational miscues, has led to a decline in revenue separate and apart from any general industry factors, including unseasonably warm weather in the winter of 2015-2016. Furthermore, we believe that by moving corporate headquarters out of the Company’s operational facilities, the Company not only incurred unnecessary costs, but also caused management to lose touch with the pulse of its customers and employees, further affecting the Company’s performance. By contrast, we note that while Gas Natural was blaming unseasonably warm weather for its poor performance, RGC Resources attributed its growth to improved margins and customer growth. Similarly, while noting that warmer weather contributed to its decline in operating income, Chesapeake Utilities stated that decline was significantly offset by increased gross margins on certain businesses.

Under Mr. Osborne’s stewardship, Gas Natural’s stock price increased from a low of about $2.40 in December 2003, to an all-time high in the summer of 2014 of about $12.00, adjusted for dividends and stock splits.

Since reaching that all-time high, Gas Natural’s shares have declined in value to a closing price of $6.90 on May 24, 2016, the day before the filing of this proxy statement, a near steady decline in value of almost 43% since Mr. Osborne’s ouster in 2014. By comparison, over the same time period, the stock price for both Delta Natural Gas Company and Chesapeake Utilities increased almost 40%, and the stock price for RGC Resources, Inc. increased almost 26%.

In March of 2003, the Board of Energy West failed to pay a dividend for the first time since 1944. After Mr. Osborne became Chairman in 2005, the Board reinstated the dividend, and it gradually increased to $0.54 a share annually. On April 21, 2016, the Company announced that it cut the dividend to $0.30 annually.

With almost no explanation to the shareholders regarding the underlying business reason or strategy, Gas Natural is selling assets. In July 2015, the Company sold its subsidiary, Energy West Wyoming, Inc., as well as its Wyoming pipeline assets and related real estate, equipment and contracts for approximately $15.4 million. In November 2015, the Company sold nearly all of the assets and liabilities of its Pennsylvania utilities, Clarion and Walker, for $848,000, and on December 11, 2015, the Company sold nearly all of the assets and liabilities of its Kentucky subsidiary PGC for proceeds of $1.9 million. The Committee believes the Company is selling strategic assets with no apparent strategic plan to grow the Company. While the Company’s claims that it is selling non-core assets to redirect its energies to assets with higher-growth potential, the Company has yet to reinvest the cash, but has increased executive compensation and cut your dividend.

Gas Natural has Struggled with its Debt and Borrowed From its Largest Shareholder at Above Market Rates

Gas Natural had to obtain three separate bridge loans over the course of a year from NIL Funding Corporation, which is an affiliate of The InterTech Group, Inc. The InterTech Group is controlled by Anita Zucker, the Company’s largest shareholder, who owns 9.9% of the Company’s outstanding stock. In addition, two of the Company’s directors, Michael Bender and Robert Johnston, are affiliated with The InterTech Group.

On April 10, 2015, the Company obtained a $5 million bridge loan from NIL Funding Corporation that had a 180-day term with interest at 7.5% per annum and a $100,000 origination fee. On October 26, 2015, the Company obtained a new $3 million bridge loan from NIL Funding Corporation. This loan had a six-month term with interest at 6.95% per annum and a $60,000 origination fee. On April 15, 2016, the Company obtained a $4 million bridge loan from NIL Funding Corporation that has a six-month term with interest at 7.5% and an $80,000 origination fee. In addition, this most current bridge loan provides that NIL Funding Corporation may convert any part of the amounts due and unpaid into common shares of Gas Natural at a conversion price of 95% of the previous day’s closing price for the Company’s shares.

The Committee believes that these bridge loans, especially together with the related origination fees, provide for above market interest rates, which is particularly disturbing considering the loans were made by an entity related to the Company’s largest shareholder. In addition, this shareholder recently filed a Schedule 13D that says the purpose of her ownership in the Company includes exploring “other alternatives with respect to her investment in the shares, including but not limited to one or more extraordinary corporate transactions involving [Gas Natural], changes in the present board of directors or management of [Gas Natural], or changes in the [Gas Natural’s] business or corporate structure.”

During his tenure as Chairman and CEO of Gas Natural, Mr. Osborne did not have an employment agreement. Immediately upon Mr. Osborne’s ouster in 2014, the Company entered into an employment agreement with Gregory Osborne that increased his base salary by 10% to $275,000, entitled him to annual equity grants, provided for certain other perquisites and provided for severance benefits upon his termination of employment in certain circumstances. The Company subsequently entered into employment agreements, also containing severance payments in certain circumstances, with Kevin J. Degenstein, Chief Operating Officer and Chief Compliance Officer, and Jed Henthorne, Corporate Controller.

Furthermore, executive compensation has soared since 2014. For example, Gregory Osborne’s base salary increased by $132,000, or almost 53%, from 2014 to 2015. Messrs. Degenstein, Henthorne and Sprague also saw increases from 2014 to 2015 in base salary and total compensation.

On August 4, 2014, the Board adopted an amendment to the Company’s Code of Regulations to increase the stock ownership percentage required to call a special meeting of the Company’s shareholders from 10% to 25%. By its own admission, the Board adopted this amendment in response to a shareholder’s attempt to call a special meeting to remove the then current Board. Ironically, that shareholder held less than 5% of the Company’s outstanding stock and was unable to get any other shareholder to act with it to call the special meeting. Nonetheless, the Board acted to entrench itself and increase the stock ownership required to call a special meeting by 150%. Then, on July 23, 2015, Gas Natural announced that it had entered into indemnification agreements with each of its directors, which will serve to insulate them from liability for their actions.

To summarize, Gas Natural has suffered declining performance since Mr. Osborne was ousted. Shareholders have felt the effect of the Company’s financial condition by not receiving the quarterly dividends they have become accustomed to receiving and by suffering a significant decline in the Company’s share price. Management has had its opportunity to address these issues—it is now time for a change to re-energize Gas Natural.

Gas Natural’s results since Mr. Osborne was forced out speak for themselves. As was the case in 2003, this Committee holds the incumbent Board of Directors responsible for Gas Natural’s dismal performance and does not believe that the Board that led the Company into its current condition should remain at the helm without change. We believe that Gas Natural’s Board and management have failed to formulate and implement a business plan and strategy to keep the Company financially sound. Therefore, we are nominating Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy and Lauren Tristano for election to the Board of Directors.

Once elected to the Board, our director nominees will use the detailed financial and operational information available to them as directors to reach our goals of increasing profitability and enhancing shareholder value. We believe that our director nominees’ election will provide management with the perspective necessary to increase profitability and maximize shareholder value.

The Participants propose that the shareholders elect Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy, and Lauren Tristano, as directors of Gas Natural at the Annual Meeting. Each Nominee, if elected, would hold office until the next annual meeting of shareholders and until a successor has been duly elected and qualified, or as otherwise provided by the Code or by Ohio law.

We strongly urge you to elect our Nominees by signing, dating and returning the enclosed WHITE proxy card in the postage paid envelope provided to you with this Proxy Statement. If you have signed the enclosed WHITE proxy card, you have given us authority to vote FOR the Nominees unless authority to vote for any of them is withheld.

Richard M. Osborne, 70, joined the Company’s board as a director in 2003 and served as chairman of the board of the Company from 2005 to May 2014 and chief executive officer of the Company from November 2007 to May 2014. He is the president and chief executive officer of OsAir, Inc., a company he founded in 1963, which operates as a property developer and manufacturer of industrial gases for pipeline delivery. Since 1998, Mr. Osborne has been chairman of the board, chief executive officer and a director of John D. Oil and Gas Company (“JDOG”), an oil and gas exploration company in Mentor, Ohio. From 2010 to 2014, Mr. Osborne was chairman of each of Northeast Ohio Natural Gas Corporation and Orwell Natural Gas Company, natural gas distribution companies acquired by the Company in January 2010. From 2006 to February 2009 he was a director of Corning Natural Gas Corporation, a publicly-held public utility company in Corning, New York, and from September 2008 to January 2009 he was a director of PVF Capital Corp., a publicly-held holding company for Park View Federal Savings Bank in Solon, Ohio. He is the father of Gregory J. Osborne, the Company’s current chief executive officer. Mr. Osborne’s business address is 7001 Center St., Mentor, Ohio 44060.

In November 2011, the United States District Court issued an order appointing a receiver to marshal and maintain the value of the assets of JDOG, Great Plains Exploration, LLC, and Oz Gas, Ltd., companies owned by the Richard M. Osborne Trust (Osborne Trust), of which Mr. Osborne is trustee, in connection with an action brought by one of the companies’ creditors. In January and February 2012, Great Plains Exploration, Oz Gas and JDOG filed voluntary petitions for relief under the Bankruptcy Code in the United States Bankruptcy Court. The bankruptcy proceedings are ongoing. Mr. Osborne is involved in various transactions with the Company and its affiliates as discussed in Note 18—Related Party Transactions in the Notes to the Consolidated Financial Statements in the Company’s most recent 10-K and Proxy Statement. Mr. Osborne is also involved in proceedings which are adverse to the Company as identified in the Item 3 of the Company’s most recent 10-K and Proxy Statement.

Richard Osborne’s background as chairman and chief executive officer of various public companies, including the Company, and many years of experience owning and managing companies in energy and utility related industries would provide the Company’s board with invaluable management and operational direction as well as a unique insight in considering growth opportunities for the Company.

Darryl L. Knight, 52, is the President of Ohio Rural Natural Gas Co-Op, a natural gas distribution cooperative located in Mentor, Ohio, a position that he has held since September 2014. Previous to that, Mr. Knight was the President & General Manager of Frontier Natural Gas, a natural gas distribution company serving over 3,000 customers located in Elkin, NC from October 2012 through September 2014. In addition, Mr. Knight served as President of Independence Oil from December 2012 until November 2013 when it was sold to Blue Ridge Energies. Mr. Knight served as Corporate Director of Purchasing for Gas Natural Inc. from February 2009 through October 2012. Mr. Knight served as Vice President of Energy West Resources, a non-regulated division of Energy West Inc. located in Great Falls MT from May 2008 through February 2009. Mr. Knight’s business address is 7001 Center St., Mentor, Ohio 44060.

Mr. Knight’s industry experience and background managing companies in energy and utility related industries would provide the Company’s board with a wide range of industry specific knowledge.

Terence S. Profughi, 70, is currently the Chairman of Chagrin Venture Ltd. Inc., a holding company for investments in real estate and manufacturing companies ranging from the heat treating to commercial food equipment, a position he has had since 1979. From 1983 through 2016, he was the Chairman of Hi TecMetal Group, Inc., a specialist in the fields of brazing, heat treating and welding. He was a director of the Council of Smaller Enterprises (COSE) from 1985 to 1994. From 1997 to 2002, he was a Director of First County Bank. Mr. Profughi’s business address is 11339 Butternut Rd., Chardon, Ohio 44024.

Mr. Profughi’s background as chairman and chief executive officer of an industrial company and many years of experience owning, acquiring and managing companies in energy and utility related industries would provide the Company’s board with invaluable management and operational direction as well as a unique insight in considering growth opportunities for the company.

Joseph Michael Gorman (Mike), 64, is the President of Gorbec Pharmaceuticals, Inc., a contract developer and manufacturer of prescription pharmaceutical products, a position he has held since 2006. In addition to automotive and consumer businesses, Mr. Gorman has owned domestic and international companies in the highly regulated field of pharmaceutical manufacturing. Mr. Gorman’s business address is 3232 Kitty Hawk Rd., Wilmington, NC 28405.

Mr. Gorman’s diverse industry experience and background with business development for companies in energy and utility related industries would provide the Company’s board with invaluable management and operational direction as well as a unique insight in considering growth opportunities for the company.

Martin W. Hathy, 65, is currently retired. Prior to his retirement in 2010, he was the co-owner and President of Lake Erie Iron and Metal Company and its subsidiaries Welder’s Supply, Great Lakes Propane and Great Lakes Oxygen, which provided supplies and industrial gases to the welding industry, prior their acquisition by AirGas, Inc. in 2009. Mr. Hathy continued to provide his services to AirGas until his subsequent retirement in 2010. Mr. Hathy’s business address is 8185 Lakeshore Blvd., Mentor, Ohio 44060.

Mr. Hathy’s diverse industry background and many years of experience owning and managing industrial companies would provide the Company’s board with invaluable management and operational direction as well as wide range of industry specific knowledge.

Lauren Tristano, 32, is the Executive Liaison for Mr. Osborne and the various companies he owns and manages, which position she has held since February, 2016. For the six years prior to coming to work for Mr. Osborne, Ms. Tristano worked as a registered nurse in emergency rooms and neonatal intensive care units throughout Chicago and has managed a funeral home and livery service. Ms. Tristano is a member of the Junior League of Chicago, Chicago Cares, and a board member for Holy Name Cathedral. Previously, Ms. Tristano served on the board for the Metropolitan Club of Chicago and Key Bank Club in Cleveland. Ms. Tristano’s business address is 7001 Center St., Mentor, Ohio 44060.

Ms. Tristano’s background and public service experience, in addition to her diversity of viewpoint, would provide the Company’s board with valuable insight and direction.

If elected as directors of the Company, each of the Nominees, other than Mr. Osborne, would be considered an “independent director” within the meaning of the New York Stock Exchange listing standards applicable to board composition. Mr. Osborne would not be considered independent because he was employed by the Company within the past three years and his son is currently CEO of the Company.

Pursuant to Article 5 of Gas Natural’s Articles of Incorporation, the vote for the election of directors is not cumulative. Directors are elected by a plurality of the votes cast at the meeting. “Plurality” means that the director nominees who receive the greatest number of votes cast are elected, up to the maximum number of directors to be

elected at the meeting. The Code of Gas Natural provides that its Board is to be comprised of a minimum of five and a maximum of nine directors, as determined from time to time by resolution of the Board. As disclosed in the Company’s Definitive Proxy Statement for the 2015 annual meeting of shareholders, the Board has resolved that the entire Board consist of six directors.

The Participants have nominated a full slate of directors for election to the Board. If for some reason, only a portion of the Nominees are elected to the Board, each Nominee elected will serve with any of the nominees of Gas Natural’s current Board that are elected. In such scenario, however, there is no assurance that all of the nominees of Gas Natural’s current Board, if any, that are elected will serve with each Nominee that is elected. Instead, all or some of such nominees of Gas Natural’s current Board may resign, in which case such nominees of Gas Natural’s current Board who are elected and choose not to resign, together with each Nominee that is elected, will constitute all of the members of the Board. Pursuant to the Code, if there is a vacancy created by any such resignation, a majority of the remaining directors, even if that majority may be less than a quorum, may appoint a qualified person to fill the vacancy for the remainder of the term, or such position may be filled by a plurality of the votes cast at a meeting of the shareholders.

We are seeking your proxy for the election to the Board of Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy, and Lauren Tristano. We will use the authority granted to us by our WHITE proxy card to vote for the Nominees. The Participants in this solicitation intend to vote all of their Shares in favor of the Nominees. As of the date of this proxy statement, Mr. Osborne is the record and beneficial owner of 4,977 Shares (in his name personally, as trustee of the Osborne Trust, and via power of attorney granted by Alta Gas Services LLC (f/k/a John D. Oil and Gas Marketing LLC)), Mr. Hathy is the beneficial owner of 2,000 Shares and no other Nominee owns any Shares. The date of each purchase and sale of Shares by the Participants within the past two years, and the number of Shares in each such purchase and sale is contained in Appendix I.

In order for your views to be represented at the Annual Meeting, please mark, sign, date and return the WHITE proxy card in the enclosed postage prepaid envelope. We strongly urge you to vote FOR the Nominees by signing, dating and returning the enclosed WHITE proxy card in the postage paid envelope provided to you with this Proxy Statement. Shares represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees to the Board.

The Participants propose to repeal any provision of the Code in effect at the time this proposal becomes effective which was not included in the Code as in effect on May 24, 2016, the day the Mr. Osborne submitted his letter to the Company nominating the Nominees:

RESOLVED, that the Amended and Restated Code of Regulations of the Company be amended to repeal any provision in effect at the time this proposal becomes effective, which were not included in the Code as in effect on May 24, 2016, as filed with the Securities and Exchange Commission on December 3, 2015.

The Code Preservation Proposal is intended to preserve the Code as in effect prior to the submission of Mr. Osborne’s letter to the Company nominating the Nominees. This proposal will protect and maintain the status quo of the Company’s corporate governance processes by unwinding any amendments to the Code made after the date hereof and prior to the Annual Meeting that may operate to disenfranchise shareholders in the corporate governance process.

Under the Code, adoption of the Code Preservation Proposal requires the affirmative vote of holders of a majority of the Company’s Shares outstanding and entitled to vote at the annual meeting. Abstentions and shares not in attendance and not voted at the annual meeting will have the same effect as a vote AGAINST the proposal to adopt the Code Preservation Proposal.

In order for your views to be represented at the Annual Meeting, please mark, sign, date and return the WHITE proxy card in the enclosed postage prepaid envelope. We strongly urge you to vote FOR the Code Preservation Proposal by signing, dating and returning the enclosed WHITE proxy card in the postage paid envelope provided to you with this Proxy Statement. Shares represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the Code Preservation Proposal.

As discussed in further detail in the Company’s 2016 Proxy Statement, MaloneBailey LLP served as independent registered public accounting firm to the Company in 2015 and is expected to be retained to serve in such capacity in 2016. The Board has directed that management submit the selection of the independent registered accounting firm for ratification by the shareholders at the Annual Meeting. This proposal will pass if more shares are voted in favor of the action than shares voted against the action.

We make no recommendation with respect to this proposal and intend to vote our shares FOR this proposal. Shares represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the ratification of MaloneBailey LLP as the Company’s independent registered public accounting firm for 2016.

As discussed in further detail in the Company’s 2016 Proxy Statement, the Company is conducting an annual, non-binding advisory vote on the compensation of the named executive officers of the Company as disclosed in the Company’s 2016 Proxy Statement. This proposal, commonly known as a “say on pay” vote, will be presented at the Annual Meeting as an advisory vote which is not binding upon the Company. The Board could, if it concluded it was in the Company’s best interests to do so, choose not to follow or address the outcome of the advisory resolution. This non-binding proposal will pass if more shares are voted in favor of the action than shares voted against the action.

We make no recommendation with respect to this proposal and intend to vote our shares consistent with the recommendation of Institutional Shareholder Services Inc. (“ISS”) with respect to this proposal. Shares represented by properly executed WHITE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted consistent with the recommendation of ISS with respect to this proposal.

At the date of this Proxy Statement, the Participants know of no other proposals to be brought before the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons named on the enclosed WHITE proxy card will vote that WHITE proxy on such other matters in accordance with their judgment.

Only shareholders of record as of the close of business on May [ ], 2016, will be entitled to notice of and to vote at the Annual Meeting. According to the Company, as of the Record Date, there were [ ] shares of common stock, par value $0.15, of the Company outstanding (the “Shares”), each of which is entitled to one vote on each matter properly brought before the meeting.

No votes may be taken at the Annual Meeting, other than to adjourn, unless a quorum has been constituted consisting of the representation of at least a majority of the outstanding Shares as of the Record Date. Accordingly, based on [ ] Shares outstanding as of the Record Date, the presence, in person or by proxy, of the holders of at least [ ] Shares entitled to vote constitutes a quorum for transacting business at the Annual Meeting. If you do not return a signed proxy card, your Shares will not count toward the presence of a quorum. If you submit a properly executed proxy card, even if you don’t indicate how to vote or you abstain from any proposal, your Shares will count toward the presence of a quorum.

Because brokers or banks holding Shares in “street name” may vote your Shares on the proposals to be considered at the Annual Meeting only if you provide instructions on how to vote, your failure to provide instructions will result in your shares not being present at the meeting, not counting toward the presence of a quorum, and not being voted on these proposals. Consequently, there cannot be any broker non-votes occurring in connection with any of the proposals at the Annual Meeting.

Abstentions will be counted to determine whether or not a quorum is present. Abstentions will have the effect as a vote AGAINST the Code Preservation Proposal. Abstentions will not count as votes cast in the election of directors, in the vote on ratifying the appointment of the Company’s independent registered public accounting firm, or on the advisory vote relating to the Company’s executive compensation program.

It is very important that all of the shareholders vote their Shares. Whether or not you are able to attend the Annual Meeting, we urge you to complete the enclosed WHITE proxy and return it in the enclosed self-addressed, prepaid envelope.

Any shareholder who has mailed a proxy card may revoke it, at any time prior to voting, by: (i) delivering to Georgeson LLC at the address below a written notice, bearing a LATER date than the date of the proxy, stating that the proxy is revoked; (ii) delivering a duly executed WHITE proxy bearing a LATER date than the proxy delivered previously; or (iii) attending the Annual Meeting, withdrawing the proxy, and voting in person.

Although a revocation is effective if delivered to Gas Natural, the Participants request that either the original or a copy of any revocation be mailed to Georgeson LLC, so that the Participants will be aware of all revocations.

If you have any questions about giving your proxy or require assistance, please call:

The Participants have retained Georgeson LLC (“Georgeson”) to conduct the solicitation, for which Georgeson is to receive a fee of $100,000 and reimbursement for its reasonable out-of-pocket expenses. The Participants have agreed to indemnify Georgeson against certain liabilities and expenses. Insofar as indemnification for liabilities arising under the federal securities laws may be permitted to Georgeson pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy and is therefore unenforceable. As part of the solicitation, the Participants may communicate with shareholders by mail, courier services, Internet, advertising, telephone or telecopier or in person. It is anticipated that Georgeson will employ approximately four persons to solicit proxies from shareholders for the Annual Meeting. The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately $120,000 to date, and is estimated to be up to $[ ] in total.

The Participants will pay all costs related to the solicitation of proxies and intend to seek reimbursement from the Company for all of the costs and expenses associated with the proxy solicitation without a shareholder vote in the event that the Participants are elected to the Board.

Pursuant to Rule 14a-8, proposals of shareholders intended for inclusion in next year’s management proxy circular to be furnished to all shareholders entitled to vote at the next annual meeting of shareholders must be received at Gas Natural’s principal executive offices not less than 120 calendar days before the date of Gas Natural’s management proxy circular released to shareholders in connection with the previous year’s annual meeting. However, if Gas Natural does not hold an annual meeting the previous year, or if the date of the current year’s annual meeting is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before Gas Natural begins to print and send its proxy materials.

Shareholder proposals not intended for inclusion in next year’s management proxy circular, but which are instead sought to be presented directly at next year’s annual meeting, will be considered untimely if notice of the matter is not received by Gas Natural no earlier than 120 days prior to the date of the previous year’s annual meeting, and no later than 60 days prior to the date of the previous year’s annual meeting. However, if Gas Natural did not hold an annual meeting the previous year, or if the date of the current year’s annual meeting is changed by more than 30 days from the date of the previous year’s meeting, then the shareholder’s notice shall be timely if given no later than 10 calendar days following the first date upon which public disclosure of the date of such annual meeting is made.

We have omitted from this Proxy Statement certain disclosure required by applicable law that is expected to be included in the Company’s proxy statement relating to the Annual Meeting based on reliance on Rule 14a-5(c). This disclosure includes, among other things, information on Mr. Osborne’s related party transactions and adverse proceedings with the Company, information concerning stock ownership of management and other major shareholders, and other important information.

The Participants take no responsibility for the accuracy or completeness of any information contained in Gas Natural’s public filings as described in the Proxy Statement.

The following table indicates the date of each purchase and sale of Shares by Richard M. Osborne within the past two years, and the number of Shares in each such purchase and sale:

Tell your Board what you think! Your vote is important. No matter how many Shares you own, please give us your proxy FOR the election of our Nominees, FOR the Code Preservation Proposal, FOR the ratification of the appointment of MaloneBailey, LLP, and in a manner consistent with the recommendation of Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, with respect to the non-binding advisory vote on executive compensation, by taking three steps:

If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions. Your broker cannot vote your Shares on your behalf without your instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed WHITE voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Georgeson at the address set forth below.

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

Call Toll-Free: (888) 219-8320

Or email ReEnergizeEgas@Georgeson.com

This Proxy is solicited by and on behalf of The Committee to Re-Energize Gas Natural, made up of Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy, and Lauren Tristano (the “Nominees”).

The undersigned shareholder of Gas Natural Inc. (“Gas Natural”) hereby appoints Richard M. Osborne, Darryl L. Knight, Terence S. Profughi, Joseph M. Gorman, Martin W. Hathy, and Lauren Tristano (the “Nominees”) as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Shareholders to be held in [ ], [ ] on [ ], 2016 at [ ] and at any adjournment, postponement, or continuation thereof.

THE COMMITTEE TO RE-ENERGIZE GAS NATURAL RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2. THE COMMITTEE MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSALS 3 AND 4.

To elect the Participants’ six director nominees to the Company’s Board of Directors, to serve for a one year term until the next annual meeting or until their successors are duly elected and qualified.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

Authorized Signature(s) — This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Annual Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by the Nominees.

Note: Please sign exactly as your name(s) appear(s) on this Proxy. Joint owners should each sign personally. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.


x		Preliminary Proxy Statement
¨		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to § 240.14a-12



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

¨	Fee paid previously with proxy materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:


Class of Security	Securities Purchased / (Sold)			Price Per Security ($)		Date of Purchase or Sale

Richard M. Osborne
Common		100		$	7.82990		4/13/2016

Richard M. Osborne, Trustee
Common		(47,000	)	$	7.53240		4/15/2016
Common		(12,000	)	$	7.45180		4/14/2016
Common		100		$	7.82990		4/13/2016
Common		(5,000	)	$	11.31010		8/19/2014
Common		(122	)	$	11.33000		8/19/2014
Common		(3,000	)	$	11.25000		8/19/2014
Common		(4,878	)	$	11.25010		8/19/2014
Common		(2,100	)	$	11.35000		8/19/2014
Common		(2,900	)	$	11.26010		8/19/2014
Common		(5,000	)	$	11.25000		8/19/2014
Common		(4,500	)	$	11.25010		8/19/2014
Common		(600	)	$	11.26000		8/19/2014
Common		(4,400	)	$	11.25010		8/19/2014
Common		(5,000	)	$	11.25000		8/19/2014
Common		(5,000	)	$	11.25000		8/19/2014
Common		(5,000	)	$	11.25000		8/19/2014
Common		(7,000	)	$	11.25000		8/19/2014
Common		(5,000	)	$	11.27010		8/19/2014
Common		(500	)	$	11.26000		8/19/2014
Common		(2,500	)	$	11.26000		8/19/2014
Common		(2,000	)	$	11.25000		8/19/2014
Common		(900	)	$	11.17010		8/19/2014
Common		(5,000	)	$	11.22000		8/19/2014
Common		(5,000	)	$	11.30860		8/19/2014
Common		(500	)	$	11.30800		8/19/2014
Common		(5,000	)	$	11.25080		8/19/2014
Common		(5,000	)	$	11.25240		8/19/2014
Common		(5,000	)	$	11.27004		8/19/2014
Common		(1,900	)	$	11.30105		8/19/2014
Common		(5,000	)	$	11.25180		8/19/2014
Common		(600	)	$	11.28003		8/19/2014
Common		(1,600	)	$	11.25005		8/19/2014

Martin W. Hathy
Common		2,000		$	7.20		5/15/2016


		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT
01. Richard M. Osborne	02. Darryl L. Knight	¨	¨	¨
03. Terence S. Profughi	04. Joseph M. Gorman
05. Martin W. Hathy	06. Lauren Tristano


	FOR	AGAINST	ABSTAIN
The Committee’s proposal to repeal any provision of the Company’s Amended and Restated Code of Regulations, dated as of December 2, 2015 (the “Code”) in effect as of the date of the Annual Meeting which was not included in the Code as in effect on May 24, 2016.	¨	¨	¨


June [ ], 2016		The Committee to Re-Energize Gas Natural