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): October 31, 2018

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	1-3880	13-1086010
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6363 Main Street, Williamsville, New York	14221
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

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).

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 October 31, 2018, Carl M. Carlotti, President of National Fuel Gas Distribution Corporation (“Distribution Corporation”), provided notice to National Fuel Gas Company (the “Company”) of his intention to retire, effective February 1, 2019. Distribution Corporation, a wholly owned subsidiary of the Company, constitutes the Company’s Utility segment.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release dated November 5, 2018 regarding the Company’s management change is furnished as part of this Current Report as Exhibit 99.

Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99 Press release furnished regarding management change

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.

NATIONAL FUEL GAS COMPANY
By:	/s/ Paula M. Ciprich
	Paula M. Ciprich
	Senior Vice President and General Counsel

Dated: November 5, 2018

EX-99

Exhibit 99

	6363 Main Street, Williamsville, N.Y. 14221 1-800-634-5440  |  www.nationalfuelgas.com
	RELEASE DATE: Nov. 5, 2018 Media inquiries please contact: Karen L. Merkel, 716-857-7654

National Fuel Announces Management Change

Utility President Carl Carlotti to Retire

(Nov. 5, 2018) WILLIAMSVILLE, N.Y. – Today, National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE: NFG) announced that Carl M. Carlotti, President of National Fuel Gas Distribution Corporation, the Utility segment of National Fuel Gas Company, has indicated his intention to retire, effective February 1, 2019, after more than 34 years of service.

“I congratulate Carl for an outstanding career,” said Ronald J. Tanski, President and Chief Executive Officer of National Fuel Gas Company. “Under his stewardship, we have continued to build upon our impressive record of providing safe, reliable and affordable natural gas service to more than 740,000 residential, commercial and industrial customers in New York and Pennsylvania. During his tenure the Utility has accelerated the modernization of its pipeline system and has been recognized in state directed management audits as a leader in customer service and efficiency.”

Carlotti joined National Fuel as a staff attorney in the Erie, Pa., office and spent the majority of his career at that location. He was very involved in the community, having served as board chairperson of numerous nonprofit organizations including the United Way of Erie County (Pa.), Saint Vincent Health System, the Erie Regional Chamber & Growth Partnership and the Erie County (Pa.) Bar Association. “We wish Carl and his family the very best in his retirement,” Mr. Tanski said.

He will be succeeded by Donna L. DeCarolis, presently Vice President, Business Development of National Fuel Gas Company. Ms. DeCarolis has had a long career with the Company, joining National Fuel in 1983, and has been Vice President of Business Development since October, 2007. During her tenure at National Fuel, Ms. DeCarolis has managed a number of different business areas, including Investor Relations, Quality Assurance, Human Resources, Corporate Communications, Energy Marketing and Consumer Business. Ms. DeCarolis is active in cultural and other non-profit organizations serving communities throughout western New York.

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National Fuel is an integrated energy company reporting financial results for five operating segments: Exploration and Production, Pipeline and Storage, Gathering, Utility, and Energy Marketing. Additional information about National Fuel is available at www.nationalfuelgas.com.