8-K

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.

Date of Report: (Date of Earliest Event Reported): April 3, 2020 (March 31, 2020)

PANHANDLE OIL AND GAS INC.

(Exact name of registrant as specified in its charter)

OKLAHOMA	001-31759	73-1055775
(State or other jurisdiction	(Commission File Number)	(I.R.S.  Employer
of incorporation)		Identification No.)
5400 North Grand Blvd.,
Suite 300
Oklahoma City, OK		73112
(Address of principal executive offices)		(Zip code)
	(405) 948-1560
(Registrant’s telephone number including area code)
	Not Applicable
(Former name or former address if changed since last report)

Securities registered pursuant in Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01666 par value	PHX	New York Stock Exchange

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. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

________________________________________________________________________

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2020, Robert E. Robotti announced his intention to retire from the Panhandle Oil and Gas Inc. (the “Company”) Board of Directors effective May 1, 2020. Mr. Robotti has served as a Director of the Company since 2004. As a result of Mr. Robotti’s retirement, the Company’s Board of Directors has decided to reduce its size from six directors to five directors at this time and not fill the vacancy created by Mr. Robotti’s departure.

Item 7.01 Regulation FD Disclosure.

On April 3, 2020, the Company issued a press release announcing the departure of Mr. Robotti as a Director.

A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into 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 & Exhibits.

(d) Exhibits

Exhibit  No.	Description
99.1*	Press Release dated April 3, 2020

*Filed herewith

SIGNATURES

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.

PANHANDLE OIL AND GAS INC.

		By:	/s/ Chad L. Stephens
			Chad L. Stephens
			Chief Executive Officer
DATE:	April 3, 2020

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

PLEASE CONTACT:

Chad L. Stephens

405.948.1560

Website: www.panhandleoilandgas.com

PANHANDLE OIL AND GAS INC.

ANNOUNCES RETIREMENT OF DIRECTOR

OKLAHOMA CITY, April 3, 2020– PANHANDLE OIL AND GAS INC. (NYSE: PHX) the “Company,” today announced that Robert E. Robotti is retiring from the Company’s Board of Directors effective May 1, 2020. Mr. Robotti has served on Panhandle’s Board of Directors since 2004. As a result of Mr. Robotti’s retirement, the Company’s Board of Directors has decided to reduce its size from six directors to five directors at this time and will not fill the vacancy created by Mr. Robotti’s departure.

Mr. Robotti said, “After serving on the board for 16 years, I will be stepping off the Panhandle Board effective May 1, 2020. I step off confident in Panhandle’s renewed focus on its historic mineral ownership. This is particularly important to me as I continue to be a significant shareholder in Panhandle.”

“I want to thank Bob for his years of dedication to Panhandle and wish him all the best in his future endeavors. We will miss Bob’s analytical perspective and market wisdom that he brought to the Board.” said Chad Stephens, Panhandle’s CEO.

Panhandle Oil and Gas Inc. (NYSE: PHX)Oklahoma City-based, Panhandle Oil and Gas Inc. is an oil and natural gas mineral company with a strategy to proactively pursue the acquisition of additional minerals in our core areas of focus. Panhandle owns approximately 258,000 net mineral acres principally located in Oklahoma, North Dakota, Texas, New Mexico and Arkansas. Approximately 71% of this mineral count is unleased and undeveloped. Additional information on the Company can be found at www.panhandleoilandgas.com.

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5400 N. Grand Blvd., Suite 300 ☒ Oklahoma City, OK 73112 ☒ Ph. (405) 948-1560 ☒ Fax (405) 948-2038