UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

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Atmos Energy Corporation

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December 20, 2019

DEAR SHAREHOLDER:

We are pleased to invite you to attend the annual meeting of shareholders on Wednesday, February 5, 2020, at 9:00 a.m. Central Standard Time, at the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240.

The annual meeting will include a report on our operations and consideration of the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. All shareholders of record as of December 13, 2019, are entitled to vote.

Your vote is very important. Whether or not you plan to attend the meeting in person, please cast your vote over the internet, by telephone or by mailing back a proxy card as soon as possible.

On behalf of your Board of Directors, thank you for your continued support and interest in Atmos Energy Corporation.

Sincerely,
Kim R. Cocklin	J. Kevin Akers
Executive Chairman of the Board	President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

2020 ANNUAL MEETING INFORMATION

Meeting Date: February 5, 2020	Meeting Place: Westin Galleria Dallas 13340 Dallas Parkway Dallas, TX 75240	Meeting Time: 9:00 a.m. (Central)	Record Date: December 13, 2019

ANNUAL MEETING BUSINESS

Atmos Energy Corporation’s annual meeting of shareholders will be held February 5, 2020 to:

1. elect the 13 directors named in the proxy statement for one-year terms expiring in 2021;

2. ratify the Audit Committee’s appointment of Ernst & Young LLP (“Ernst & Young” or “E&Y”) to serve as the Company’s independent registered public accounting firm for fiscal 2020;

3. approve, on an advisory basis, the compensation of the named executive officers of the Company for fiscal 2019 (“Say-on-Pay”); and

4. transact such other business as may properly come before the meeting or any adjournment thereof.

VOTING

YOUR VOTE IS VERY IMPORTANT TO US. Shareholders of record of our common stock at the close of business on December 13, 2019, will be entitled to notice of, and to vote at, our meeting. Whether or not you plan to attend the annual meeting in person, we urge you to vote as soon as possible by one of these methods.

By Internet www.proxyvote.com	By Telephone 1.800.690.6903	By Mail Follow the instructions on your proxy card or voting instruction form

If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Shareholders may also vote in person at the annual meeting. For more information on how to vote your shares, please refer to “Information About the Meeting” beginning on page 61.

Karen E. Hartsfield

Senior Vice President, General Counsel

and Corporate Secretary

December 20, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON FEBRUARY 5, 2020:

This Proxy Statement, along with the Company’s Annual Report, which includes our Annual

Report on Form 10-K for the fiscal year ended September 30, 2019, are available at www.proxyvote.com.

Table of Contents

PROXY STATEMENT OVERVIEW	1
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS	7
Independence of Directors	7
Board Leadership Structure	7
Risk Management and Oversight Framework	8
Corporate Governance Guidelines	9
Committees of the Board of Directors	10
Board and Committee Meetings in 2019	11
Succession Planning	11
Shareholder Engagement	12
Corporate Responsibility and Sustainability	12
Code of Conduct	12
Executive and Director Share Ownership Requirements .	12
Clawback Policy	13
Anti-Hedging and Pledging Policy	13
Related Party Transactions Review and Approval Policy	13
Board Evaluation Process	15
Identifying and Evaluating Nominees for Directors	15
Shareholder Nominees	15
Communication with the Board	16
PROPOSAL ONE—ELECTION OF DIRECTORS	17
Qualifications for Directors	17
Director Nominees’ Skills and Experience	18
Nominees for Director	18
DIRECTOR COMPENSATION	25
Annual Compensation	25
Long-Term Compensation	25
Annual Review of Compensation	26
Summary of Cash and Other Compensation	26
Director Deferred Board Fees	27
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28
Audit and Related Fees	28
Audit Committee Pre-Approval Policy	29
Audit Committee Report	29
PROPOSAL THREE—APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	30
Background of the Proposal	30
Executive Compensation	30

COMPENSATION DISCUSSION AND ANALYSIS	31
Executive Summary	31
Fiscal 2019 Business and Performance Highlights	31
Compensation Highlights	32
2019 Actual Results	32
Executive Compensation Program Objectives and Strategy	33
Elements of Executive Compensation	35
Additional Information on Named Executive Officer Compensation	39
Competitive Executive Compensation Benchmarking	40
Independent Compensation Consultant	41
Management’s Role in Setting Named Executive Officer Compensation	41
Limitation on Deductibility of Executive Compensation	42
CEO Transition	42
NAMED EXECUTIVE OFFICER COMPENSATION	43
Summary of Cash and Other Compensation	43
Grants of Plan-Based Awards	45
Outstanding Equity Awards	46
Vested Common Stock	47
Retirement Plans	48
Retirement Plans Tables	49
Change in Control Severance Agreements	50
Potential Payments Upon Termination or Change in Control	51
OTHER EXECUTIVE COMPENSATION MATTERS	57
Human Resources Committee Report	57
Human Resources Committee Interlocks and Insider Participation	57
Compensation Risk Assessment	57
Chief Executive Officer Pay Ratio	58
BENEFICIAL OWNERSHIP OF COMMON STOCK	59
Security Ownership of Certain Beneficial Owners	59
Security Ownership of Management and Directors	60
INFORMATION ABOUT THE MEETING	61
Date, Time, and Location	61
Internet Availability of Proxy Materials	61
Admission	61
Voting Matters	61
Proxy Solicitation	62
Shareholder Proposals	62
Annual Report	62
Other Business	63
APPENDIX A—RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP	A-1

2020 Proxy Statement

PROXY STATEMENT OVERVIEW

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before casting your vote. Please read this entire proxy statement carefully before voting.

2020 Annual Meeting Information

For additional information about our Annual Meeting, see “Information About the Meeting” on page 61.

Meeting Date: February 5, 2020	Meeting Place: Westin Galleria Dallas 13340 Dallas Parkway Dallas, TX 75240	Meeting Time: 9:00 a.m. (Central)	Record Date: December 13, 2019

Meeting Agenda and Voting Recommendations

The Atmos Energy Corporation Board of Directors asks shareholders to vote on these matters:

Items of Business		Board Recommendation	Page       Number
1.	Election of the 13 directors named as nominees in the proxy statement	FOR	17
2.	Ratification of selection of independent registered public accounting firm	FOR	28
3.	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	30

In addition to the above matters, we will transact any other business that is properly brought before the shareholders at the annual meeting.

Advance Voting Methods Even if you plan to attend the 2020 annual meeting of shareholders in person and you are a shareholder of record, we urge you to vote in advance of the meeting using one of these advance voting methods.
Via the Internet: www.proxyvote.com	Call Toll-Free: 1.800.690.6903	Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form

If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares.

2020 Proxy Statement 1

About Atmos Energy

An S&P 500 company headquartered in Dallas, Atmos Energy (the “Company”) serves more than 3 million distribution customers in over 1,400 communities across eight states and manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and our infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities.

Our Company	Our Vision	Our Strategy
We are the nation’s largest fully regulated, natural gas-only distributor of safe, clean, efficient and affordable energy.	Our vision is for Atmos Energy to be the safest provider of natural gas services. We will be recognized for exceptional customer service, for being a great employer, and for achieving superior financial results.	Atmos Energy’s strategy is to: •   operate our business exceptionally well •   invest in our people and our infrastructure •   enhance our culture

2019 Financial Results and Accomplishments

2019 was a strong year for Atmos Energy. Earnings and earnings per share increased for a 17^th consecutive year. In fiscal 2019, we generated net income of $511.4 million or $4.35 per diluted share, compared with net income of $603.1 million, or $5.43 per diluted share, in the prior year. Adjusted net income for the year ended September 30, 2018, was $444.3 million, or $4.00 per diluted share, after excluding the effects of implementing the Tax Cuts and Jobs Act of 2017 (“TCJA”) from the prior year.* Capital expenditures for fiscal 2019 totaled approximately $1.7 billion, with approximately 87% of this amount invested to improve the safety and reliability of our distribution and transmission systems.

In August 2019, consistent with the long-term leadership succession plan conducted by our Board of Directors (the “Board”), we announced that J. Kevin Akers, Executive Vice President, would assume the role of President and Chief Executive Officer, effective October 1, 2019. Mr. Akers and his leadership team are committed to maintaining Atmos Energy’s vision to be the safest provider of natural gas services.

DILUTED EARNINGS PER SHARE*	DECLARED DIVIDENDS PER SHARE	TOTAL SHAREHOLDER RETURN
$4.35	$2.10	23.8%
17th Consecutive Year of EPS Growth	Up from $1.94 for FY2018	3-year cumulative total shareholder return of 63.3%

8th Year of Organic Growth Strategy	Significant Regulatory Developments
✓ EPS of $4.35*; 17th  consecutive year of EPS  growth ✓ FY 2019 Dividend of $2.10; 8.2% growth over FY 2018 ✓ Capital spending of $1.7 billion ✓ Maintained strong balance sheet; equity capitalization of 59% as of September 30, 2019	✓Implemented $117 million of annualized regulatory outcomes during fiscal 2019 ✓Continued to implement tax reform into customer bills

* Represents a measure of performance that is calculated and presented other than in accordance with generally accepted accounting principles (“GAAP”). See Appendix A for an explanation of these non-GAAP measures, a full reconciliation of these non-GAAP results to our GAAP net income and diluted net income per share results, and a brief discussion of why we use these non-GAAP performance measures.

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Total Shareholder Return

We have also continued to deliver positive returns to our shareholders, generating total shareholder returns (stock price appreciation and reinvested dividends) (“TSR”) over the latest one, three and five-year periods, as shown in the following chart:

∎  Atmos Energy    ∎  Peer Group    ∎  S&P 500 Index

The Atmos Energy peer group used in this chart is the same peer group used for executive compensation benchmarking for fiscal 2019, as approved by our Board, and is comprised of the following companies: Alliant Energy Corporation; Ameren Corporation; CenterPoint Energy, Inc.; CMS Energy Corporation; DTE Energy Company; National Fuel Gas Company; NiSource Inc.; ONE Gas, Inc.; Spire, Inc.; WEC Energy Group, Inc.; and Xcel Energy Inc. See “Competitive Executive Compensation Benchmarking,” beginning on page 40 below for further information on these peer group companies.

Corporate Governance Highlights

Our corporate governance policies and practices promote the long-term interests of our shareholders, strengthen the accountability of our Board and management, and help build public trust in the Company. Below is a summary of some of the highlights of our corporate governance framework.

BOARD PRACTICES ✓ independent lead director ✓ separation of board chair and CEO ✓ 10 of 13 director nominees are independent ✓ annual election of all directors ✓ regular executive sessions of independent directors ✓ comprehensive and strategic risk oversight ✓ mandatory retirement age for directors ✓ annual board and committee evaluations ✓ all committees chaired by independent directors   SHAREHOLDER MATTERS ✓ robust shareholder engagement ✓ annual say-on-pay voting ✓ majority voting for director elections ✓ no poison pill in force     OTHER GOVERNANCE PRACTICES ✓ executive and director stock ownership guidelines ✓ clawback policy ✓ prohibition on hedging or pledging stock

2020 Proxy Statement 3

Director Nominees

We have included summary information about each director nominee in the table below. Each director is elected annually by a majority of votes. See “Nominees for Director” beginning on page 18 for more information regarding our director nominees.

				COMMITTEES
Name and Primary Occupation	Age	Director   Since	Independent	AC	HR	NC	CR	EC
J. Kevin Akers(a) President and Chief Executive Officer, Atmos Energy	56	2019
Robert W. Best Director, Associated Electric & Gas Insurance Services Limited	73	1997	●				M
Kim R. Cocklin(a) Executive Chairman of Board, Atmos Energy	68	2009
Kelly H. Compton Executive Director, Hoglund Foundation	62	2016	●	M	M
Sean Donohue Chief Executive Officer, DFW International Airport	58	2018	●			M	M
Rafael G. Garza President and Founder, RGG Capital Partners, LLC	59	2016	●	M		M
Richard K. Gordon General Partner, Juniper Capital LP, Juniper Energy LP, Juniper Capital II, and Juniper Capital III	70	2001	● Lead Director		M	M	C	C
Robert C. Grable Founding Partner, Kelly Hart & Hallman LLP	73	2009	●	M		C		M
Nancy K. Quinn Director, Helix Energy Solutions Group, Inc.	66	2004	●	M	C		M	M
Richard A. Sampson General Partner and Founder, RS Core Capital, LLC	69	2012	●	C	M			M
Stephen R. Springer(a) Director, Atmos Energy	73	2005					M
Diana J. Walters Founder and Managing Member, Amichel, LLC	56	2018	●		M		M
Richard Ware II Chairman, Amarillo National Bank	73	1994	●	M		M

AC = Audit    HR = Human Resources    NC = Nominating and Corporate Governance    CR = Corporate Responsibility, Sustainability, & Safety     EC = Executive

M = Member    C = Chair

(a) The director is not independent and accordingly is not eligible to be a member of any of the committees except the Executive Committee and/or the Corporate Responsibility, Sustainability, & Safety Committee, pursuant to the rules of the New York Stock Exchange.

4 ATMOS ENERGY

Director Nominee Composition

Gender Diversity	Tenure	Independence

Compensation Highlights

Our compensation programs are designed to both attract and retain top-level executive talent and align the long- and short-term interests of our executives with those of our shareholders. We received more than 95% shareholder support for our “Say-on-Pay” vote in 2019, which our Human Resources Committee considers to be among the most important items of feedback about our compensation programs. We recognize and reward our executive officers through compensation arrangements that directly link their pay to the Company’s performance, and we ensure a strong alignment of interests with our shareholders by including a significant amount of equity in the overall mix of pay. Our pay mix includes base salary, an annual incentive cash bonus plan (“Incentive Plan”), and a long-term incentive plan (“LTIP”) under which we grant time-based and performance-based restricted stock units (“RSUs”).

Fiscal 2019 Target Compensation Mix

2020 Proxy Statement 5

Key Features of Our Executive Compensation Program

Executive Incentive Plan awards are capped at 200% of target.

Fifty percent of long-term incentive compensation is performance-contingent.

We have in place a clawback policy that provides for the repayment or forfeiture of all incentive-based compensation in certain circumstances.

Executives and directors are subject to stock ownership guidelines and retention requirements.

Our change in control severance arrangements do not exceed three times the sum of a named executive officer’s base salary and their most recent annual award of incentive compensation.

Our change in control severance arrangements are triggered only by an involuntary job loss or substantial diminution of duties.

We have no employment agreements with our officers.

We prohibit hedging and pledging of our securities at any time by any employees and directors.

There is no single trigger, immediate vesting of outstanding grants of awards under our LTIP upon a change in control.

Our change in control severance arrangements do not contain excise tax gross-up payments.

We have no excessive perquisites for executives.

We pay dividends on performance-contingent stock awards when vesting is complete and then only if performance targets are met.

6 ATMOS ENERGY

CORPORATE GOVERNANCE AND OTHER BOARD MATTERS

Independence of Directors

Our Corporate Governance Guidelines and the listing requirements of the New York Stock Exchange (“NYSE”) each require that a majority of the Board be comprised of “independent” directors, as defined from time to time by law, NYSE standards, and any specific requirements established by the Board. A director may be determined to be independent only if the Board has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder, or officer of the Company. To assist it in making its determination of the independence of each of its non-employee members, the Board has adopted its Categorical Standards of Director Independence (“Standards”). The Standards specify the criteria by which the independence of our non-employee directors will be determined and the types of relationships the Board has determined to be categorically immaterial, including relationships of such directors and their immediate families with respect to past employment or affiliation with the Company, our management or our independent registered public accounting firm. The Standards and our Guidelines are posted on our website at www.atmosenergy.com/esg/corporate-governance.

The Nominating Committee considers all relevant facts and circumstances in evaluating the independence of directors, including without limitation, written responses to submitted questionnaires completed annually by each of our directors. On the basis of this information, the Nominating Committee advised the full Board of its conclusions regarding director independence. After considering the committee’s recommendation, the Board affirmatively determined that each of the Company’s directors other than Mr. Akers, Mr. Cocklin, and Mr. Springer is independent in accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) independence rules and requirements and the standards described above. The Board determined that Mr. Akers is not independent because he is the President and Chief Executive Officer of the Company; that Mr. Cocklin is not independent because he is the Executive Chairman of the Company; and that Mr. Springer is not independent because his son-in-law is a partner with the firm of E&Y, our independent registered public accounting firm. Mr. Springer’s son-in-law is not involved in our audit and is not considered a “covered person” with respect to us, as defined under the SEC’s independence-related rules and regulations for auditors. Thus, this relationship has no effect on E&Y’s independence as our independent registered public accounting firm.

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that our Board has the right to exercise its discretion to either separate or combine the offices of the Chairman of the Board and the CEO. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of the circumstances and taking into consideration succession planning, skills and experience of the individuals filling those positions and other relevant factors. The current leadership structure is based on the experienced leadership provided by an Executive Chairman of the Board (currently Mr. Cocklin) and a full-time President and CEO (currently Mr. Akers), with both positions being subject to oversight and review by the Company’s independent directors. The Board recognizes that if the circumstances change in the future, other leadership structures might also be appropriate and it has the discretion to revisit this determination of the Company’s leadership structure.

The Board’s leadership structure is designed so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk. Only independent directors serve on our Audit Committee, Human Resources Committee (“HR Committee”) and Nominating and Corporate Governance Committee (“Nominating Committee”), and all standing Board committees are chaired by independent directors. Additionally, independent directors regularly hold executive sessions of the Board led by the Lead Director (defined below) outside the presence of the Executive Chairman, the President and CEO or any other Company employee, and they generally meet in a private session with the Executive Chairman and the President and CEO at regularly scheduled Board meetings.

2020 Proxy Statement 7

Each year, the independent directors of the Board select an independent director to serve as a lead director (the “Lead Director”). The Lead Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation. The Lead Director also has the authority to call meetings of the independent directors as well as the non-management directors; and if requested by major shareholders, will ensure that he or she is available for consultation and direct communication. In 2019, the independent directors of the Board designated Mr. Richard K. Gordon as the Lead Director.

Risk Management and Oversight Framework

The Board is actively involved in the oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board pursuant to the charters of each committee, as described in the summaries of each of the committees beginning on page 10. The full Board has retained responsibility for oversight of strategic risks. The Board satisfies this responsibility through reports by each committee chair regarding the committee’s consideration and actions, as well as through regular reports directly from officers responsible for management of particular risks within the Company.

8 ATMOS ENERGY

While the Board and its committees have responsibility for general risk oversight, Company management is charged with managing risk. Through the Company’s Risk Management and Compliance Committee, the Company has a robust strategic planning and enterprise risk management process that facilitates the identification and management of risks. Our enterprise risk management program is supported by regular internal audits and audits by our independent public accounting firm. KPMG LLP (“KPMG”), which serves as the Company’s internal auditor, presents to the Audit Committee at its regularly scheduled quarterly meetings on its internal audit activities, including the audit activities performed the previous quarter, which address the key business risks identified by the Audit Committee, including evaluations and assessments of internal controls and procedures.

Corporate Governance Guidelines

In accordance with, and pursuant to, the corporate governance standards of the NYSE, the Board has adopted and periodically updates our Corporate Governance Guidelines, which govern the structure and proceedings of the Board and contain the Board’s position on many governance issues. The Corporate Governance Guidelines are available on our website at www.atmosenergy.com/esg/corporate-governance.

2020 Proxy Statement 9

Committees of the Board of Directors

Atmos Energy’s Board committee structure is organized around key strategic issues to facilitate oversight of management. Committee chairs regularly coordinate with one another to ensure appropriate information sharing. To further facilitate information sharing, all committees provide a summary of significant actions to the full Board. As required under our Corporate Governance Guidelines, each standing committee conducts an annual self-assessment and review of its charter.

AUDIT COMMITTEE      Richard A. Sampson      (Chair)      Kelly H. Compton      Rafael G. Garza      Robert C. Grable      Nancy K. Quinn      Richard Ware II      Meetings Held in      Fiscal 2019: 4	The Audit Committee oversees our accounting and financial reporting processes and procedures, reviews the scope and procedures of the internal audit function, appoints our independent registered public accounting firm and is responsible for the oversight of its work and the review of the results of its independent audits. The Audit Committee charter is available on our website at www.atmosenergy.com/esg/corporate-governance. The Board has determined that each member of the Audit Committee satisfies the independence requirements of the NYSE and SEC applicable to members of an audit committee. All members are financially literate within the meaning of stock exchange listing rules. The Board has determined that the following individuals are each an audit committee financial expert, as defined by the SEC: Mr. Garza, Ms. Quinn, Mr. Sampson, and Mr. Ware.
HUMAN RESOURCES COMMITTEE      Nancy K. Quinn      (Chair)      Kelly H. Compton      Richard K. Gordon      Richard A. Sampson      Diana J. Walters      Meetings Held in      Fiscal 2019: 4	The Human Resources Committee reviews and makes recommendations to the Board regarding executive compensation policy and strategy, and specific compensation recommendations for the Executive Chairman, the President and CEO, as well as our other officers. In addition, the committee determines, develops and makes recommendations to the Board regarding severance agreements, succession planning and other related matters concerning our Executive Chairman, the President and CEO, as well as other officers. This committee also administers our LTIP and our Incentive Plan. The Human Resources Committee charter is available on our website at www.atmosenergy.com/esg/corporate-governance. The Board has determined that each member of the committee satisfies the independence requirements of the NYSE and SEC applicable to members of a compensation committee.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE      Robert C. Grable      (Chair)      Sean Donohue      Rafael G. Garza      Richard K. Gordon      Richard Ware II      Meetings Held in      Fiscal 2019: 2	The Nominating and Corporate Governance Committee makes recommendations to the Board regarding the nominees for director to be submitted to our shareholders for election at each annual meeting of shareholders, selects candidates for consideration by the full Board to fill any vacancies on the Board which may occur from time to time and oversees all of our corporate governance matters. The Nominating and Corporate Governance Committee charter is available on our website at www.atmosenergy.com/esg/corporate-governance. The Board has determined that each member of the committee satisfies the independence requirements of the NYSE and SEC.

10 ATMOS ENERGY

CORPORATE RESPONSIBILITY, SUSTAINABILITY, & SAFETY COMMITTEE      Richard K. Gordon      (Chair)      Robert W. Best      Sean Donohue      Nancy K. Quinn      Stephen R. Springer      Diana J. Walters      Meetings Held in      Fiscal 2019: 2

The Corporate Responsibility, Sustainability, & Safety Committee oversees matters relating to responsibility, sustainability, and the Company’s vision, values, culture, and diversity. The Committee also assists management in setting strategy, establishing goals and integrating responsibility and sustainability into strategic and tactical business activities across the Company to create long-term shareholder value. The Corporate Responsibility, Sustainability, & Safety Committee charter is available on our website at www.atmosenergy.com/esg/corporate-governance.

EXECUTIVE COMMITTEE      Richard K. Gordon      (Chair)      Robert C. Grable      Nancy K. Quinn      Richard A. Sampson      Meetings Held in      Fiscal 2019: 0

The Executive Committee has, and may exercise, all of the powers of the Board of Directors during the intervals between the Board’s meetings, subject to certain limitations and restrictions as set forth in the bylaws or as may be established by resolution of the Board from time to time. The Executive Committee charter is available on our website at www.atmosenergy.com/esg/corporate-governance.

Board and Committee Meetings in 2019    

In fiscal 2019, each of the directors attended at least 75% of the total meetings of the Board and the Committees on which he or she served. In addition, we strongly support and encourage each member of our Board to attend our annual meeting of shareholders. All members of the Board attended our annual meeting of shareholders in person on February 6, 2019.

Succession Planning

The Board is actively engaged and involved in succession planning. This includes a detailed discussion of the Company’s leadership and succession plans with a focus on key positions at the senior officer level. As part of these activities, the Board engages in a robust CEO succession planning process, including reviewing development plans for potential CEO candidates and engaging with potential successors at board meetings and in less formal settings to allow directors to personally assess candidates.

2020 Proxy Statement 11

Shareholder Engagement

We believe that maintaining an active dialogue with our shareholders is important to our commitment to deliver sustainable, long-term value to our shareholders. We engage with shareholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input, and to provide perspective on our policies and practices. We also engage with proxy and other advisory firms that represent the interests of various shareholders. Shareholder feedback is regularly reviewed and considered by the Board and is reflected in adjustments or enhancements to our policies and practices. We remain committed to investing time with our shareholders to maintain transparency and to better understand their views on key issues.

Corporate Responsibility and Sustainability

Operating our business safely, ethically, and transparently, and meeting our responsibilities to the environment, to our employees, and to the communities in which we operate and live, are among our highest priorities. To learn more about our corporate responsibility and sustainability efforts, see our 2019 Corporate Responsibility and Sustainability Report on our website at www.atmosenergy.com/esg/reports.

Code of Conduct

The Board has also adopted and periodically updates the Code of Conduct for our directors and employees. The Code of Conduct provides guidance to the Board and management in areas of ethical business conduct and risk, and provides guidance to employees and directors by helping them to recognize and deal with ethical issues including, but not limited to (i) conflicts of interest, (ii) gifts and entertainment, (iii) confidential information, (iv) fair dealing, (v) protection of corporate assets and (vi) compliance with rules and regulations. We have provided to our directors, employees, customers, and any other member of the public a toll-free compliance helpline and website by which they may report on an anonymous basis any suggestions, recommendations, questions, observations of unethical behavior, or any suspected violations of our Code of Conduct. A copy of the Code of Conduct may be found at www.atmosenergy.com/esg/corporate-governance.

Executive and Director Share Ownership Requirements

We have share ownership guidelines for our named executive officers and directors that require each named executive officer and director to hold a multiple of his or her base salary (or annual retainer) in shares of Company stock. The HR Committee believes that executive share ownership promotes better alignment of the interests of our

12 ATMOS ENERGY

named executive officers with those of our shareholders, and it monitors compliance with the ownership guidelines each year. Minimum ownership levels are as follows:

Position	Holding Requirement
Executive Chairman	5X base salary value
President and CEO	5X base salary value
Other Named Executive Officers	3X base salary value
Non-Employee Directors	5X annual retainer
Ownership Sources Included
●    Direct or indirect ownership of common stock ●    Unvested time-lapse RSUs ●    Share units held under our Directors Plan (defined on page 25) and the LTIP

Clawback Policy

Our Board has adopted an incentive compensation clawback policy to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to employees under the Incentive Plan and LTIP to the extent that they would have been materially less due to inaccurate financial statements, fraud, or intentional, willful or gross misconduct.

Anti-Hedging and Pledging Policy

Our Insider Trading Policy prohibits our directors and employees (including officers) from engaging in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of Company stock including engaging in short sales or trading in options, puts, calls, or other derivative instruments related to Company stock or debt. The policy also prohibits directors and executive officers from pledging Company stock, borrowing against an account in which our common stock is held, or trading Company stock on margin.

Related Party Transactions Review and Approval Policy

The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. As a result, the Board prefers to avoid related party transactions, while also recognizing that there are situations where related party transactions may be in the best interests of or may not be inconsistent with the best interests of the Company and its shareholders. The Board has adopted and periodically reviews written guidelines with respect to related party transactions delegated to the Nominating Committee the responsibility to review and, if not adverse to the Company’s best interests, approve, related party transactions.

A related party transaction is any transaction (or series of related transactions) involving the Company and in which the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A “related person” is:

• A director or executive officer of the Company;

• A shareholder who beneficially owns more than 5% of the Company’s stock or any immediate family member of such shareholder;

• An immediate family member of any of the Company’s directors or executive officers; or

• A company or charitable organization or entity in which any of these persons has a role similar to that of an officer or general partner or beneficially owns 10% or more of the entity.

2020 Proxy Statement 13

Under the guidelines, all named executive officers, directors and director nominees are required to identify, to the best of their knowledge after reasonable inquiry, business and financial affiliations involving themselves or their immediate family members, which could reasonably be expected to give rise to a related person transaction. Named executive officers, directors and director nominees are required to advise the Corporate Secretary promptly of any change in the information provided and are asked periodically to review and reaffirm this information.

In accordance with the guidelines, the Nominating Committee reviews the material facts of all related person transactions and either approves or disapproves of the entry into any such transaction. However, if advance committee approval of a related person transaction is not feasible, then it shall be considered and, if the committee determines it to be appropriate, ratified at the committee’s next regularly scheduled meeting.

The Nominating Committee has considered and adopted standing pre-approvals under the guidelines for limited types of transactions that meet specific criteria. Such pre-approved transactions are limited to:

● certain transactions in the ordinary course of business with an entity for which a related person serves as an employee or director, provided the aggregate amount involved in any such transactions during any particular fiscal year does not exceed the greater of (a) $1 million or (b) two percent (2%) of the entity’s gross revenues for the most recently completed fiscal year;

● certain charitable contributions made to a foundation, university or other charitable organization for which a related person serves as an employee or a director, provided the aggregate amount of contributions during any particular fiscal year does not exceed the greater of (a) $500,000 or (b) two percent (2%) of the charitable organization’s annual receipts for its most recently completed fiscal year;

● employment by the Company of a family member of a named executive officer, provided the named executive officer does not participate in decisions regarding the hiring, performance evaluation or compensation of the family member; and

● payments under the Company’s employee benefit plans and other programs that are available generally to the Company’s employees.

Mr. Cocklin and Mr. Best each have a son-in-law employed by the Company in a non-executive officer position whose total compensation exceeds the SEC’s reporting threshold of $120,000 per fiscal year. Kevin Freel, Mr. Cocklin’s son-in-law, received $147,482 in total compensation for fiscal 2019. Robert Cook, Mr. Best’s son-in-law, received $279,838 in total compensation for fiscal 2019.

State Street is a beneficial owner of more than five percent (5%) of the Company’s common stock outstanding as of the record date of December 13, 2019. During fiscal 2019, State Street (i) acted as trustee of several benefits plans and trusts; (ii) provided fiduciary services for a benefits plan; and (iii) provided retiree benefit payment processing services for several benefits plans and trusts, for which the Company paid a total of approximately $200,000 in fees. For the Master Trust, State Street (i) acted as trustee; (ii) provided fiduciary services for a benefits plan; (iii) provided retiree benefit processing services for a benefit plan whose assets are held in the Master Trust; and (iv) provided investment management services relating to assets held in the Master Trust. For such services, the Master Trust paid a total of approximately $220,000 in fees during fiscal 2019. All such services provided to the Company and the Master Trust were made in the ordinary course of business and on substantially the same terms as other comparable transactions with third parties.

14 ATMOS ENERGY

Board Evaluation Process

The Board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Nominating Committee, involves the completion of annual written questionnaires of the Board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues.

Identifying and Evaluating Nominees for Directors

The Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated, or arise, the Nominating Committee considers various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. The Nominating Committee will consider candidates that come to their attention through current board members, professional search firms, shareholders, or other persons. The Nominating Committee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The Committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the Board for election at the next annual meeting of shareholders.

Shareholder Nominees

If a shareholder wishes to nominate a candidate for election to the Board at the annual meeting, he or she should write to the Corporate Secretary, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, no later than the close of business on January 14, 2020, the 25th day following the day on which notice of the meeting is to be sent, December 20, 2019. Such notice should set forth (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such shareholder as of the record date for the meeting (December 13, 2019) and of the date of such notice; (iii) a representation that the shareholder is a record holder of the Company’s stock entitled to vote at the meeting and that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder; (v) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations for proxies for election of directors pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as director of the Company if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

2020 Proxy Statement 15

Communication with the Board

Communications to the Board, any Board committee, the independent directors, or any individual director (including the Lead Director) may be sent to the Board of Directors, Atmos Energy Corporation, P.O. Box 650205, Dallas, Texas 75265-0205. Communications may also be sent by email to boardofdirectors@atmosenergy.com. If you wish to contact the Lead Director or the independent directors on an anonymous and confidential basis, you may do so by contacting the Company’s Compliance Helpline at 1-866-543-4065 or https://www.compliance-helpline.com/welcomeAtmosEnergy.jsp.

16 ATMOS ENERGY

PROPOSAL ONE—ELECTION OF DIRECTORS

The Board is nominating the 13 individuals below to continue serving as directors and whose one-year terms will expire in 2021. All nominees were recommended for nomination by the Nominating Committee. The names, ages, biographical summaries and qualifications of the persons who have been nominated to serve as our directors are set forth under “Nominees for Director,” beginning on page 18. Each of the nominees has consented to be a nominee and to serve as a director if elected.

Qualifications for Directors

Nominees for director must possess, at a minimum, the level of education, experience, sophistication and expertise required to perform the duties of a member of the board of directors of a public company of our size and scope. Once a person is nominated, the committee will assess the qualifications of the nominee, including an evaluation of his or her judgment and skills. The Board has adopted guidelines outlining the qualifications sought when considering non-employee director nominees, which are discussed in our Corporate Governance Guidelines on our website at www.atmosenergy.com/esg/corporate-governance.

Based on the Corporate Governance Guidelines, the specific qualifications and skills the Board seeks across its membership to achieve a balance of experiences important to the Company include, but are not limited to, outstanding achievement in personal careers; prior board experience; wisdom, integrity and ability to make independent, analytical inquiries; understanding of our business environment and a willingness to devote adequate time to Board duties. Other required specific qualifications and skills include a basic understanding of principal operational and financial objectives, and plans and strategies of a corporation or organization of our stature; results of operations and financial condition of an organization and of any significant subsidiaries or business segments and a relative understanding of an organization and its business segments in relation to its competitors.

The Board is committed to diversified membership and does not discriminate based on race, color, national origin, gender, religion or disability in selecting nominees. The Board and the Nominating Committee believe it is important that our directors represent diverse viewpoints and backgrounds. Our Corporate Governance Guidelines provide that the Nominating Committee shall evaluate each director’s continued service on the Board, at least annually, by considering the appropriate skills and characteristics of members of the Board in the context of the then current makeup of the Board. This assessment includes the following factors: diversity (including diversity of skills, background and experience); age; business or professional background; financial literacy and expertise; availability and commitment; independence and other criteria that the committee or the full Board finds to be relevant. It is also the practice of the committee to consider these factors when screening and evaluating candidates for nomination to the Board.

2020 Proxy Statement 17

Director Nominees’ Skills and Experience

Nominees for Director

Each of the following current directors has been nominated to serve an additional one-year term on the Board of Directors with such term expiring in 2021.

J. Kevin Akers

Director since 2019   Age: 56

President and Chief Executive Officer since October 1, 2019; formerly Executive Vice President from November 2018 through September 2019; Senior Vice President, Safety and Enterprise Services from January 2017 through November 2018; President of the Kentucky/Mid-States Division of the Company from May 2007 through December 2016; and President of the Company’s Mississippi Division from 2002 to 2007 Qualifications: Mr. Akers has more than 30 years’ experience in the natural gas industry, including 28 with the Company. Over the course of his career, he has gained extensive management and operational experience. Such experience and management skills, as well as his demonstration of those attributes discussed in the “Qualifications for Directors” section, has led the Board to nominate Mr. Akers to continue serving as a director of Atmos Energy.

18 ATMOS ENERGY

Robert W. Best

Director since 1997   Age: 73

Formerly Chairman of the Board of Atmos Energy from April 2013 through September 2017 and Executive Chairman of the Board of Atmos Energy from October 2010 through March 2013 Board Committees: Corporate Responsibility, Sustainability, & Safety Qualifications: Mr. Best led the senior management team of Atmos Energy from March 1997 until his retirement as the Executive Chairman in April 2013. Prior to joining Atmos Energy, Mr. Best had an extensive background in the natural gas industry, especially in the interstate pipeline, gas marketing and gas distribution segments of the industry, while serving in leadership roles at Consolidated Natural Gas Company, Transco Energy Company and Texas Gas Transmission Corporation during his almost 40-year career. Mr. Best also has outside board experience as a member of the boards of Associated Electric & Gas Insurance Services Limited and the Gas Technology Institute, with leadership experience as chairman of the boards of Atmos Energy, the American Gas Association, the Southern Gas Association and the Dallas Regional Chamber of Commerce. Mr. Best’s knowledge and expertise in the energy industry and leadership abilities developed while with Atmos Energy, other energy companies and industry associations, as well as his demonstration of those attributes discussed in the “Qualifications for Directors” section, has led the Board to nominate Mr. Best to continue serving as a director of Atmos Energy.

Kim R. Cocklin

Director since 2009   Age: 68

Executive Chairman of the Board since October 1, 2017; formerly Chief Executive Officer of Atmos Energy from October 2015 through September 2017 and President and Chief Executive Officer of Atmos Energy from October 2010 through September 2015 Qualifications: Mr. Cocklin was appointed as Executive Chairman of the Board, effective October 1, 2017, after having served as Chief Executive Officer or President and Chief Executive Officer from October 2010 through September 2017. Mr. Cocklin has served on the Company’s senior management team since June 2006, having served as President and Chief Operating Officer from October 2008 through September 2010, Senior Vice President, Regulated Operations from October 2006 through September 2008 and Senior Vice President from June 2006 through September 2006. Mr. Cocklin has over 35 years of experience in the natural gas industry, most of that serving in senior management positions at Atmos Energy, Piedmont Natural Gas Company and The Williams Companies. Mr. Cocklin has a strong background in the natural gas industry, including interstate pipeline companies, local distribution companies and gas treatment facilities. He also has extensive experience in rates and regulatory matters, business development and Sarbanes-Oxley compliance matters. In addition, Mr. Cocklin has held leadership roles within leading natural gas industry associations, including the Southern Gas Association and the American Gas Association. Due to his professional experience in the energy industry and leadership roles with Atmos Energy, other energy companies and industry associations, as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Cocklin to continue serving as a director of Atmos Energy.

2020 Proxy Statement 19

Kelly H. Compton

Director since 2016   Age: 62

Executive Director of The Hoglund Foundation in Dallas, Texas since 1992 Board Committees: Audit and Human Resources Qualifications: Ms. Compton has been a philanthropic leader for over 30 years with The Hoglund Foundation, which partners with education and family support agencies in Dallas, Texas. Prior to managing operations for The Hoglund Foundation, Ms. Compton served as Vice President of Commercial Lending for NationsBank Texas and its predecessors for 13 years. Her responsibilities included loan production and administration for large national corporations as well as middle market companies in the Dallas area. Ms. Compton also currently serves on the Board of Trustees for the Southern Methodist University and the Board of Trustees for The Perot Museum of Nature and Science. As a result of Ms. Compton’s leadership abilities and experience in public and private finance, development and strategic matters, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Compton to continue serving as a director of Atmos Energy.

Sean Donohue

Director since 2018   Age: 58

Chief Executive Officer of Dallas Fort Worth International Airport since 2013 Board Committees: Nominating and Corporate Governance and Corporate Responsibility, Sustainability, & Safety Qualifications: In his role as Chief Executive Officer of Dallas Fort Worth International Airport (the “Airport”), Mr. Donohue is responsible for the management, operation and future strategy and development of the Airport. Mr. Donohue joined the Airport following a 28-year career in the airline industry. Prior to his arrival at the Airport, Mr. Donohue served for three years as the Chief Operating Officer for Virgin Australia Airlines, where he led day-to-day operations for Australia’s second largest air carrier. Prior to that, Mr. Donohue served for 25 years with United Airlines in a variety of executive roles that included operations, sales and commercial startups. As a result of Mr. Donohue’s leadership abilities and experience in strategy and development matters, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Donohue to continue serving as a director of Atmos Energy.

20 ATMOS ENERGY

Rafael G. Garza

Director since 2016   Age: 59

President and Founder of RGG Capital Partners, LLC in Ft. Worth, Texas since 2000, and Co-Founder and Managing Director of Bravo Equity Partners, LP Board Committees: Audit and Nominating and Corporate Governance Qualifications: For Bravo Equity Partners and RGG Capital Partners, LLC, private investment companies, Mr. Garza has been responsible for managing various portfolio companies with a particular focus on the U.S. and Mexico. Prior to working with Bravo Equity Partners, Mr. Garza held numerous senior leadership positions with E&Y’s Audit and Advisory and Corporate Finance divisions. Mr. Garza also has served as a leader on the boards of several non-profit organizations, including Texas Christian University, the Modern Art Museum of Fort Worth and Baylor Scott & White Holdings. Mr. Garza’s in-depth experience with financial management and strategic planning, his leadership abilities and his display of the attributes discussed in the “Qualifications for Directors” section have resulted in the Board’s nomination of Mr. Garza to continue serving as a director of Atmos Energy.

Richard K. Gordon

Director since 2001   Age: 70

General Partner of Juniper Capital LP in Houston, Texas since March 2003; General Partner of Juniper Energy LP in Houston, Texas since August 2006; General Partner of Juniper Capital II in Houston, Texas since September 2014; and General Partner of Juniper Capital III in Houston, Texas since November 2017 Board Committees: Human Resources, Nominating and Corporate Governance, Executive (Chair), Corporate Responsibility, Sustainability, & Safety (Chair) Other Public Company Boards: ExoStat Medical, Inc. Qualifications: For private equity funds Juniper Capital LP, Juniper Energy LP, Juniper Capital II and Juniper Capital III, Mr. Gordon has been responsible for managing various portfolios that collectively include power generation, mineral, oil and gas, natural gas gathering and oilfield services assets. Prior to working with Juniper Capital, Juniper Energy, Juniper Capital II and Juniper Capital III, Mr. Gordon spent 29 years working with such financial services firms as Dillon, Read & Co., The First Boston Corporation and Merrill Lynch & Co. At such firms, Mr. Gordon was responsible for investment banking activities related to energy and power companies, including natural gas distribution companies. Based upon his extensive business experience in investment banking and the energy industry, his in-depth leadership experience as the Lead Director of the Company and as the former Chair of the HR Committee and as a member of the board of ExoStat Medical, Inc., as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Gordon to continue serving as a director of Atmos Energy.

2020 Proxy Statement 21

Robert C. Grable

Director since 2009   Age: 73

Founding Partner, Kelly Hart & Hallman LLP in Fort Worth, Texas since April 1979 Board Committees: Audit, Nominating and Corporate Governance (Chair), and Executive Qualifications: Mr. Grable possesses advanced leadership skills developed as a partner and one of seven founders of Kelly Hart & Hallman LLP, a large regional law firm. Mr. Grable has extensive experience in representing companies in the oil and gas industry, having represented oil and gas producers, pipelines and utilities in transactions, regulatory matters and litigation, for over 40 years. Mr. Grable also has outside board experience as a Trustee of the University of Texas Law School Foundation and as an advisory board member for the local division of a global financial services firm. Mr. Grable is also a member of the McDonald Observatory and Astronomy Board of Visitors at the University of Texas at Austin. As a result of his extensive legal experience with clients in the energy industry and leadership experience with boards of for-profit and non-profit organizations, as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Grable to continue serving as a director of Atmos Energy.

Nancy K. Quinn

Director since 2004   Age: 66

Independent energy consultant since July 1996; currently a director and chair of the audit committee of Helix Energy Solutions Group, Inc., a New York Stock Exchange company Board Committees: Audit, Human Resources (Chair), Corporate Responsibility, Sustainability, & Safety, and Executive Other Public Company Boards: Helix Energy Solutions Group, Inc. Qualifications: Ms. Quinn provides senior financial and strategic advice, primarily to clients in the energy and natural resources industries. Prior to 2000, Ms. Quinn also held a senior advisory role with the Beacon Group, focusing on energy industry private equity opportunities and merger and acquisition transactions. Ms. Quinn gained extensive experience in independent exploration and production, as well as in diversified natural gas and oilfield service sectors, while holding leadership positions at PaineWebber Incorporated and Kidder, Peabody & Co. Incorporated. Ms. Quinn has extensive corporate governance leadership experience as Chair of the HR Committee as well as the former Lead Director and Chair of the Audit Committee of Atmos Energy, and as a member of the board and chair of the audit committee of Helix Energy Solutions Group. Ms. Quinn was also previously a member of the boards of Louis Dreyfus Natural Gas Corp. and DeepTech International Inc. The Board has nominated Ms. Quinn, based upon her considerable experience in the natural gas industry, her demonstrated leadership abilities as a board leader in several public companies and her exhibition of those attributes discussed in the “Qualifications for Directors” section, to continue serving as a director of Atmos Energy.

22 ATMOS ENERGY

Richard A. Sampson

Director since 2012   Age: 69

General Partner and Founder of RS Core Capital, LLC, a registered investment advisory firm in Denver, Colorado since January 2013; formerly Managing Director and Client Adviser of JPMorgan Chase & Co. in New York, San Francisco and Denver from May 2006 to May 2012. Board Committees: Audit (Chair), Human Resources, and Executive Qualifications: Mr. Sampson held numerous senior leadership positions with JPMorgan Chase, a global financial services firm, through which he gained extensive knowledge of portfolio management, investment concepts, strategies and analytical methodologies. Mr. Sampson’s experience of over 30 years in investment management has provided him with an understanding of global and domestic macroeconomics and capital market issues, financial markets, securities and a solid understanding of state and federal laws, regulations and policies. In addition to his display of the attributes discussed in the “Qualifications for Directors” section, his substantial experience in investment management, his leadership as Chair of the Audit Committee and his knowledge of complex financial transactions, has led the Board to nominate Mr. Sampson to continue serving as a director of Atmos Energy.

Stephen R. Springer

Director since 2005   Age: 73

Formerly Senior Vice President and General Manager, Midstream Division, The Williams Companies, Inc. Board Committees: Corporate Responsibility, Sustainability, & Safety Qualifications: Mr. Springer’s professional career includes 32 years of experience in the regulated and nonregulated energy industry, while holding leadership roles at Texas Gas Transmission Corporation, Transco Energy Company and The Williams Companies. Mr. Springer’s knowledge of the natural gas industry is based on his experience in the natural gas transmission, marketing, supply, transportation, business development, distribution and gathering and processing segments of the industry. Mr. Springer has outside board experience as an honorary director on the Indiana University Foundation Board and formerly on the board of DCP Midstream Partners, LP, a New York Stock Exchange company. The Board has nominated Mr. Springer to continue serving as a director of Atmos Energy in light of his considerable experience in the natural gas industry, his leadership abilities developed while with The Williams Companies and service on the boards of other public companies, and non-profit institutions, as well as his exhibition of those attributes discussed in the “Qualifications for Directors” section.

2020 Proxy Statement 23

Diana J. Walters

Director since 2018   Age: 56

Founder and Managing Member of Amichel, LLC since 2019 Board Committees: Human Resources and Corporate Responsibility, Sustainability, & Safety Other Public Company Boards: Alta Mesa Resources, Inc., Platinum Group Metals Ltd., Trilogy Metals, Inc. Qualifications: Ms. Walters has more than 30 years of experience in the natural resources sector, as an equity investor and investment banker, and in other roles within the sector. Ms. Walters is the owner and sole manager of Amichel, LLC, a company that provides advisory services in the field of natural resources. She was the founder of 575 Grant, LLC, a natural resources advisory firm, from 2014 to 2019. She served as the President of Liberty Metals & Mining Holdings, LLC managing direct equity investments in the mining sector and as a member of senior management of Liberty Mutual Asset Management from 2010 to 2014. Ms. Walters has extensive investment experience with both debt and equity through various leadership roles at Credit Suisse, HSBC and other firms. She also served previously as Chief Financial Officer of Tatham Offshore Inc., an independent oil and gas company with assets in the Gulf of Mexico. As a result of Ms. Walters’ leadership abilities and investments experience, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Walters to continue serving as a director of Atmos Energy.

Richard Ware II

Director since 1994   Age: 73

Chairman of Amarillo National Bank in Amarillo, Texas since May 2014, formerly President of Amarillo National Bank from January 1982 to January 2018 Board Committees: Audit and Nominating and Corporate Governance Qualifications: Mr. Ware has developed substantial knowledge of the financial services industry during his over 45-year career with a nationally recognized banking institution. Mr. Ware has a strong background in assessing and overseeing complex financial matters, as well as leadership experience in supervising principal financial officers and experience on the audit or finance committees of Atmos Energy, Southwest Coca Cola Bottling Company and the board of trustees of Southern Methodist University. Due to his valuable insight into financial-related matters gained through his extensive banking industry experience and demonstrated leadership, including in his past and present directorships, as well as his demonstration of those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Ware to continue serving as a director of Atmos Energy.

The Board of Directors recommends that our
shareholders vote FOR each of the nominees
named above for election to the Board.

24 ATMOS ENERGY

DIRECTOR COMPENSATION

Annual Compensation

The Board believes that the level of non-employee director compensation should be based on Board and committee responsibilities and be competitive with comparable companies. The Board generally targets compensation near the median of our proxy peer group (discussed below). In addition, the Board believes that a significant portion of non-employee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders.

In fiscal 2019, our director fees included the following components:

Retainer and Fees
Annual Board Retainer	$100,000
Committee Chair Annual Fees	$15,000 Audit
	$12,500 Human Resources
	$10,000 Nominating & Corporate Governance
	$10,000 Corporate Responsibility, Sustainability, & Safety
Lead Director Fee	$25,000
Annual Grant of Share Units	$150,000

The Company provides our non-employee directors the option to receive all or part of their director fees (in 10% increments) in Atmos Energy common stock through the LTIP. The selected common stock portion of the fee earned in each quarter is issued as soon as possible following the first business day of each quarter. The number of shares issued is equal to the amount of the cash fee that would have been paid to the non-employee director during a quarter divided by the fair market value (average of the highest and lowest prices as reported on the NYSE Consolidated Tape) on the first business day of such quarter. Only whole numbers of shares of common stock may be issued. Fractional shares are paid in cash. Two of our directors elected this option during fiscal 2019.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings. A director who is also an officer or employee receives no compensation for his or her service as a director. We provide business travel accident insurance for non-employee directors and their spouses. The policy provides $100,000 coverage to directors and $50,000 coverage to their spouses per accident while traveling on Company business.

Long-Term Compensation

Each non-employee director is also eligible to participate in the Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors (“Directors Plan”). This plan allows each such director to defer receipt of his or her annual retainer fee or other director fees and to invest such deferred fees in either a cash account or a stock account (in 10% increments). The amount of the fee allocated as a credit to the cash account is converted to a cash balance as of the first business day of each quarter to be credited with interest at a rate equal to 2.5% plus the annual yield reported on a 10-year U.S. Treasury Note for the first business day of January for each plan year. Interest on the accumulated balance of the cash account is credited monthly. The amount of the fee allocated as a credit to the stock account is converted to share units. The fee payable for the quarter is converted to a number of whole and, if applicable, fractional share units on the first business day of that quarter. Share units are also

2020 Proxy Statement 25

credited with dividend equivalents whenever dividends are declared on shares of the Company’s common stock. Such dividend equivalent credits are converted to whole and, if applicable, fractional share units on the same day on which such dividends are paid. At the time of a participating director’s separation from service, plan benefits paid from the cash account are paid in the form of cash. At this time, plan benefits paid from the stock account are paid in the form of shares of common stock issued, which are equal in number to whole share units in the director’s stock account. Any fractional share units are rounded up to a whole share unit prior to distribution.

Each non-employee director also receives an annual grant of share units under the LTIP each year he or she serves on the Company’s Board of Directors. The grants generally occur on the 30th day following the Company’s annual meeting of shareholders each year and must be held until the director’s separation from service. Such share units accrue dividend equivalents and are settled in the same manner as share units under the Directors Plan. On November 5, 2019, the Board approved a change to the annual grant of share units for Directors. Beginning in January 2020, Directors may elect to receive restricted stock units with a one-year vest period in lieu of share units of the same dollar amount.

Annual Review of Compensation

The Company’s non-employee director compensation program reflects best practices, as follows:

● Retainer-only compensation with no fees for attending meetings, which is an expected part of board service;

● Additional retainers for special roles such as lead director and committee chairs to recognize incremental time and effort involved;

● Equity delivered in the form of full-value shares; and

● Director stock ownership requirements of five times the annual cash retainer.

Together with its independent compensation consultant, the HR Committee annually reviews the non-employee director pay program to ensure it remains competitive.

Summary of Cash and Other Compensation

The following table sets forth all compensation paid to our non-employee directors for fiscal 2019:

Director Compensation for Fiscal Year 2019(a)

Name	Fees Earned or Paid in Cash ($)(b)		Stock Awards ($)(c)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d)		All Other Compensation ($)(e)		Total   ($)
Robert W. Best		100,000		150,000		—		—		250,000
Kelly H. Compton		100,000		150,000		—		—		250,000
Sean Donohue		93,750		150,000		—		—		243,750
Ruben E. Esquivel(f)		35,125		150,000		9,559		57,245		251,929
Rafael G. Garza		100,000		150,000		—		—		250,000
Richard K. Gordon		129,011		150,000		—		—		279,011
Robert C. Grable		110,000		150,000		—		—		260,000
Nancy K. Quinn		112,500		150,000		4		5		262,509
Richard A. Sampson		115,000		150,000		—		—		265,000
Stephen R. Springer		100,000		150,000		—		—		250,000
Diana J. Walters		93,750		150,000		169		269		244,188
Richard Ware II		100,000		150,000		—		—		250,000

26 ATMOS ENERGY

(a) No stock options were awarded to our directors and no non-equity incentive plan compensation was earned by our directors in fiscal 2019.

(b) Non-employee directors may defer all or a part of their annual cash retainer under our Directors Plan. During fiscal 2019, Mr. Esquivel, Ms. Quinn, Mr. Springer, and Ms. Walters elected to defer a portion of their director fees (a total of $106,375), under such plan, which amounts are included in this column and are described in the table below. Deferred amounts are invested, at the election of the participating director, either in a stock account or a cash account. Mr. Grable elected to forego the receipt in cash of a total of 30% of his director fees ($33,000) and instead received shares of our common stock under our LTIP in fiscal 2019, while Mr. Ware elected to receive in lieu of cash a total of 70% of his director fees ($70,000) in common stock under our LTIP. These shares do not contain any restrictions and were awarded on the first trading day of the quarter in which such fees were earned based on the fair market value of our stock on that date. As a result of such elections, a total of 337 shares were issued to Mr. Grable and 717 shares to Mr. Ware on the following dates and at the following fair market values during fiscal 2019: (i) October 1, 2018, at a fair market value of $93.40 per share; (ii) January 2, 2019, at a fair market value of $91.02 per share; (iii) April 1, 2019, at a fair market value of $102.25 per share and (iv) July 1, 2019, at a fair market value of $105.01 per share. Fractional shares were paid in cash subsequent to the end of fiscal 2019.

(c) The amounts in this column represent the fair market value on the date of grant, calculated in accordance with FASB ASC Topic 718, of the share units awarded to each of our non-employee directors (except Mr. Esquivel) under our LTIP for service on the Board in fiscal 2019 on March 8, 2019 at a fair market value of $99.73 per share. As of the last day of fiscal 2019, no non-employee director held any stock options or unvested stock awards. The amount for Mr. Esquivel was calculated as of the effective date of his retirement, February 6, 2019.

(d) The amounts in this column represent the amount of above-market interest earned during fiscal 2019 on the accumulated amount of Board fees deferred to cash accounts. Interest considered above-market is the incremental rate of interest earned above 120% of the 10-year U.S. Treasury Note rate, which is reset on January 1 each year.

(e) The amounts in this column represent the market rate of interest accrued during fiscal 2019 on the accumulated amount of board fees deferred to a cash account, including deferrals made to the cash account in fiscal 2019 for Mr. Esquivel, Ms. Quinn, and Ms. Walters. No director received perquisites and other personal benefits with an aggregate value equal to or exceeding $10,000 during fiscal 2019, except for Mr. Esquivel. Mr. Esquivel received perquisites and other benefits relating to retirement gifts and related items in the amount of $42,354 in recognition of his service on the Board of Directors. All such perquisites and other benefits were valued at the aggregate incremental cost to the Company. Mr. Esquivel served as a director during fiscal 2019 until his retirement on February 6, 2019, following our 2019 annual meeting of shareholders.

(f) Mr. Esquivel elected to receive distributions of cash from his deferred cash account and share units under the LTIP in five annual installments following his retirement. The first installment from his deferred cash account was in the amount of $108,983 and the first installment from his stock account was a total of 6,901 shares issued on February 6, 2019, with a total value of $658,424, based on the fair market value of the shares on that date of $95.41 per share. Mr. Esquivel’s remaining balance of share units has accumulated quarterly dividend equivalents, bringing his aggregate total to 29,551 share units as of September 30, 2019.

Director Deferred Board Fees

The following table sets forth, for each participating non-employee director, the amount of director compensation deferred during fiscal 2019 and cumulative deferred compensation as of September 30, 2019:

Director Deferred Board Fees for Fiscal Year 2019

Name	Board Fees Deferred to Stock Account ($)(a)		Dividend Equivalents Earned on Stock Account and Reinvested ($)(b)		Cumulative Board Fees Deferred to Stock Account at September 30 ($)		Board Fees Deferred to Cash Account ($)		Interest Earned on Cash Account ($)(c)		Cumulative Board Fees Deferred to Cash Account at September 30 ($)
Ruben E. Esquivel		—		—		—		17,000		24,450		449,119
Nancy K. Quinn		40,625		12,088		294,586		—		9		177
Stephen R. Springer		32,500		370		32,870		—		—		—
Diana J. Walters		—		—		—		16,250		438		16,688

(a) Ms. Quinn elected to receive 40% of her director fees in deferred stock for fiscal 2019. The $40,625 amount represents 415 share units received in fiscal 2019. Mr. Springer elected to receive 40% of his director fees in deferred stock for fiscal 2019. The $32,500 amount represents 330 share units received in fiscal 2019. Deferrals of amounts in the stock account are treated as though the deferred amounts are invested in our common stock at the fair market value of the shares on the date earned. Shares of our common stock equal to the number of share units in a director’s stock account are issued to such director on the last day of the director’s service.

(b) Dividend equivalents earned on the accumulated amount of share units in the stock account are reinvested in additional share units based on the fair market value of the shares on the quarterly dividend payment dates. Such fair market values during fiscal 2019 were as follows: $97.61 on December 10, 2018; $100.16 on March 11, 2019; $103.23 on June 10, 2019 and $108.09 on September 9, 2019.

(c) The amounts in this column represent interest earned during fiscal 2019 on the accumulated amount of board fees deferred to the cash account, including deferrals made to the cash account in fiscal 2019, at a rate equal to the 10-year U.S. Treasury Note rate (2.62%) on the first day of each plan year (January 1) plus 250 basis points.

2020 Proxy Statement 27

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed E&Y to continue as our independent registered public accounting firm for the fiscal year ending September 30, 2020. The firm of E&Y (and its predecessors) has been our independent registered public accounting firm since our incorporation in 1983. It is expected that representatives of E&Y will be present at the annual meeting. The representatives of E&Y will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

In accordance with good corporate governance practices, the Company submits the Audit Committee’s appointment of E&Y as its independent registered public accounting firm to our shareholders for ratification each year. If the appointment of E&Y is not so ratified, the Audit Committee will consider the outcome of the vote in its future selection of an independent registered public accounting firm.

As discussed in “Audit Committee Pre-Approval Policy” below, all professional services provided by E&Y were pre-approved by the Audit Committee in accordance with its pre-approval policy.

The Board of Directors recommends that our shareholders
vote FOR the ratification of the appointment of E&Y as the
Company’s independent registered public accounting firm
for fiscal 2020.

Audit and Related Fees

Fees for professional services provided by our independent registered public accounting firm, E&Y, in each of the last two fiscal years, in each of the following categories are:

	September 30
	2019		2018
	($ In thousands)
Audit Fees		3,522		3,365
Audit-Related Fees		—		—
Tax Fees		—		15
All Other Fees		—		—
Total Fees		3,522		3,380

Audit Fees.    Fees for audit services include fees associated with the audit of our Annual Report on Form 10-K, the assessment by the firm of our design and operating effectiveness of internal control over financial reporting and the reviews of our quarterly reports on Form 10-Q. In addition, this amount includes fees associated with the issuance of consents and comfort letters relating to the registration of Company securities and assistance with the review of documents filed with the SEC, as well as fees for an audit provided in connection with a statutory filing.

28 ATMOS ENERGY

Tax Fees.    Tax fees include fees relating to reviews of tax returns, tax consulting, and assistance with sales and use tax filings and audits.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a pre-approval policy relating to the provision of both audit and non-audit services by E&Y. Our Audit Committee Pre-Approval Policy provides for the pre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy on an annual basis. Such services are pre-approved up to a specified fee limit. All other permitted services, as well as proposed services exceeding the pre-approved fee limit, must be separately pre-approved by the Audit Committee. Requests for services that require separate approval by the Audit Committee must be submitted to the Audit Committee by both our Chief Financial Officer and our independent registered public accounting firm and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee did not delegate pre-approval authority to any members during fiscal 2019 and pre-approved all audit and tax fees for services performed by E&Y in fiscal 2019 in accordance with such pre-approval policy. The Audit Committee further concluded that the provision of these services by E&Y was compatible with maintaining its independence. The Audit Committee Pre-Approval Policy is available on our website at www.atmosenergy.com/esg/corporate-governance.

Audit Committee Report

Management is responsible for the Company’s internal controls and the financial reporting process. E&Y is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and for issuing audit reports on the financial statements and the assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board.

In discharging its responsibility for the year ended September 30, 2019:

● The Audit Committee has reviewed and discussed the audited financial statements of the Company with management.

● The Audit Committee has discussed with E&Y the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended.

● The Audit Committee has received the written disclosures and the letter from E&Y required by the Public Company Accounting Oversight Board regarding E&Y’s communications with the Audit Committee concerning independence, and has reviewed, evaluated and discussed with that firm the written report and its independence from the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (which the Board has approved) that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended September 30, 2019 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee.

Richard A. Sampson, Chair

Kelly H. Compton

Rafael G. Garza

Robert C. Grable

Nancy K. Quinn

Richard Ware II

2020 Proxy Statement 29

PROPOSAL THREE—APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Background of the Proposal

It has been our practice since our February 2011 annual meeting to ask our shareholders to vote to approve the compensation of our named executive officers (“Say-on-Pay”) at every annual meeting. At our annual meeting of shareholders in February 2011 and again in February 2016, our shareholders voted by a substantial margin to adopt the recommendation of our Board to vote on the Say-on-Pay proposal every year at our annual meeting until the next frequency vote on the Say-on-Pay proposal is held, which is expected at our 2021 annual meeting.

Executive Compensation

As discussed below in the “Compensation Discussion and Analysis” section of this proxy statement, the Board believes that our current executive compensation program directly links executive compensation to our financial performance and aligns the interests of our named executive officers with those of our shareholders and customers. Our Board also believes that our executive compensation program provides our named executive officers with a balanced compensation package that includes a reasonable base salary along with annual and long-term incentive compensation plans that provide compensation based on the Company’s financial performance.

The HR Committee annually reviews the Company’s overall approach to executive compensation to see that the Company’s current benefits, perquisites, policies and practices continue to be in line with the best practices of companies in the natural gas distribution industry and to assist us with the hiring and retention of a high-quality management team. The “Compensation Discussion and Analysis” section, beginning on page 31, includes additional details about our executive compensation program. We ask that our shareholders indicate their support for our Say-on-Pay proposal by voting “FOR” the following resolution:

RESOLVED, that the shareholders of Atmos Energy Corporation approve, on an advisory basis, the compensation of its named executive officers for fiscal 2019, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the related compensation tables, notes and narrative.

This Say-on-Pay vote is advisory, therefore it will not be binding on the Company. However, the HR Committee and the Board value the opinions of our shareholders and will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors recommends that our
shareholders vote FOR this advisory proposal to
approve the compensation of our named executive
officers.

30 ATMOS ENERGY

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides an overview of our executive compensation program objectives and strategy, and the elements of compensation that we provide to our named executive officers, including the process we employed in reaching the decisions to pay the specific amounts and types of executive compensation discussed. Our named executive officers for fiscal 2019 are listed below:

Name	Title
Kim R. Cocklin(a)	Executive Chairman of the Board
Michael E. Haefner(b)	Past President and Chief Executive Officer
J. Kevin Akers(c)	President and Chief Executive Officer
Christopher T. Forsythe(d)	Senior Vice President and Chief Financial Officer
David J. Park(e)	Senior Vice President, Utility Operations

(a) Mr. Cocklin, who served as President and Chief Executive Officer from October 1, 2010 through September 30, 2015 and Chief Executive Officer of the Company from October 1, 2015 through September 30, 2017, was appointed by the Board of Directors as Executive Chairman of the Board, effective October 1, 2017.

(b) Mr. Haefner, who served as President and Chief Operating Officer of the Company from October 1, 2015 through September 30, 2017, was appointed by the Board of Directors as President and Chief Executive Officer of the Company, effective October 1, 2017. Mr. Haefner resigned as President and Chief Executive Officer effective September 30, 2019, and will retire from the Company and Board of Directors January 2, 2020.

(c) Mr. Akers, who served as President of the Kentucky/Mid-States Division of the Company from May 2007 through December 31, 2016, and Senior Vice President, Safety and Enterprise Services from January 1, 2017 to November 5, 2018, was appointed by the Board as Executive Vice President, effective November 6, 2018. On August 5, 2019, the Board of Directors appointed Mr. Akers as President and Chief Executive Officer, effective October 1, 2019.

(d) Mr. Forsythe, who served as Vice President and Controller of the Company from May 2009 through January 31, 2017, was appointed by the Board of Directors as Senior Vice President and Chief Financial Officer, effective February 1, 2017.

(e) Mr. Park, who served as President of the West Texas Division of the Company from May 2012 through December 31, 2016, was appointed by the Board of Directors as Senior Vice President, Utility Operations, effective January 1, 2017.

Fiscal 2019 Business and Performance Highlights

Over the past eight years, our operating strategy has focused on modernizing our distribution and transmission system to improve the safety and reliability of the system. Since that time, our capital expenditures have increased approximately 13% annually. Our ability to increase capital spending each year to modernize our system has increased our rate base, which has also resulted in increasing earnings per share.

This trend continued during fiscal 2019, as adjusted net income increased to $511.4 million, or $4.35 per diluted share for the year ended September 30, 2019, compared with net income of $603.1 million, or $5.43 per diluted share in the prior year. Adjusted net income for the year ended September 30, 2018, was $444.3 million, or $4.00 per diluted share, after excluding the effects of implementing the TCJA from the prior year.^* Capital expenditures for fiscal 2019 totaled approximately $1.7 billion, with approximately 87% of this amount invested to improve the safety and reliability of our distribution and transmission systems.

Diluted Earnings Per Share*	Declared Dividends Per Share	Total Shareholder Return
$4.35	$2.10	23.8%
17th Consecutive Year of EPS Growth	Up from $1.94 for Fiscal 2018	3-year cumulative total shareholder return of 63.3%

* Represents a measure of performance that is calculated and presented other than in accordance with GAAP. See Appendix A for an explanation of these non-GAAP measures, a full reconciliation of these non-GAAP results to our GAAP net income and diluted net income per share results, and a brief discussion of why we use these non-GAAP performance measures.

2020 Proxy Statement 31

Compensation Highlights

Our executive compensation program is built upon our strategy of “Total Rewards.” Under Total Rewards, we take a comprehensive view of all compensation plans and employee benefits that comprise the total package of executive compensation we provide to our named executive officers. Total Rewards is based on the payment of (i) total cash compensation, composed of base salary and the annual incentive compensation award and (ii) total direct compensation, composed of total cash compensation and the annualized present value of long-term incentive compensation awards, being targeted at the 50th percentile of all such compensation for equivalent positions at companies of comparable size in our primary industry, natural gas distribution, which is represented primarily by companies in our proxy peer group, as discussed below under “Competitive Executive Compensation Benchmarking,” beginning on page 40. We believe this strategy fosters a philosophy of “pay for executive performance” through the use of both annual and long-term incentive compensation. The pay mix at target grant date value for our Chief Executive Officer and other named executive officers for fiscal 2019 was primarily long-term and performance-based, as described in the graphics below.

Fiscal 2019 Target Compensation Mix

2019 Actual Results

The table below shows the target performance and actual results for our fiscal 2019 performance-based compensation. Based on our fiscal 2019 performance, the following incentive programs resulted in above target payouts. See “Annual Incentive Compensation,” beginning on page 36 and “Long-Term Incentive Compensation,” beginning on page 37.

Incentive Program Element	Performance Metric	Target Performance	2019 Actual Performance	2019 Payout (as a % of   Target)
Annual Incentive Plan	EPS (100% of award)	$4.28	$4.35	133%
Long-Term Incentive Program 2017-2019 Cycle	EPS (100% of award)	$11.42	$11.99	150%

32 ATMOS ENERGY

Executive Compensation Program Objectives and Strategy

Our Total Rewards strategy is reviewed each year and updated as needed by our HR Committee, with assistance from its independent executive compensation consultant. None of our named executive officers have an employment agreement with the Company. We believe that our executive compensation program provides our named executive officers with a balanced compensation approach each year by providing a market-competitive base salary along with participation in annual and long-term incentive compensation plans that are based solely on the Company’s financial performance. These incentive plans are designed to reward our named executive officers on both an annual and long-term basis if they attain specified target goals, the attainment of which does not require the taking of an unreasonable amount of risk, as discussed in “Compensation Risk Assessment,” beginning on page 57.

Our executive compensation program is designed to ensure that the interests of our named executive officers are closely aligned with those of our shareholders and customers and that our named executive officers are paid above-target incentive compensation only when the Company’s financial performance warrants the payment of such compensation. We believe that our executive compensation program is effective in allowing our organization to attract and retain highly-qualified senior management team members who can deliver outstanding performance. Our executive compensation program is founded upon the following principles:

● Our compensation strategy should be aligned with our overall business strategy of providing safe, quality and reliable service to our customers, seeking ongoing improvements in operating efficiencies and focusing upon growth opportunities.

● Overall pay targets should reflect the intent to pay named executive officer base salaries at the 50th percentile of the competitive market practice with targeted total cash compensation (base salary plus annual incentive award) and targeted total direct compensation (total cash compensation plus annualized present value of grants of long-term equity incentive compensation) to be paid at the 50th percentile of competitive market practice, if established performance targets are reached.

● Key executives charged with the responsibility for establishing and executing business strategy should have incentive compensation opportunities that are aligned with the creation of shareholder value and include upside potential with commensurate downside risk.

● Stock ownership, which is an important component of our executive compensation strategy, should be closely aligned with the interests of our shareholders. To facilitate stock ownership, stock-based incentive plans should be utilized, along with share ownership guidelines.

2020 Proxy Statement 33

Our executive compensation practices include:

Executive Incentive Plan awards are capped at 200% of target.

Fifty percent of long-term incentive compensation is performance-contingent.

We have in place a clawback policy that provides for the repayment or forfeiture of all incentive-based compensation in certain circumstances.

Executives and directors are subject to stock ownership guidelines and retention requirements.

Our change in control severance arrangements do not exceed three times the sum of a named executive officer’s base salary and their most recent annual award of incentive compensation.

Our change in control severance arrangements are triggered only by an involuntary job loss or substantial diminution of duties.

We have no employment agreements with our officers.

We prohibit hedging and pledging of our securities at any time by any employees and directors.

There is no single trigger, immediate vesting of outstanding grants of awards under our LTIP upon a change in control.

Our change in control severance arrangements do not contain excise tax gross-up payments.

We have no excessive perquisites for executives.

We pay dividends on performance-contingent stock awards when vesting is complete and then only if performance targets are met.

34 ATMOS ENERGY

Elements of Executive Compensation

The following table summarizes the various elements of executive compensation that we provided to our named executive officers for fiscal 2019, followed by a more detailed discussion of each element, why we pay each element, how we determine the amount we pay under each element and how each element fits into our overall compensation objectives.

	Element	Description	Objective within Compensation Program
	Base Salary	Fixed cash compensation, subject to annual review and adjusted in response to changes in performance, duties, strategic importance or competitive salary practices	•  Reflects roles, responsibilities, skills, experience and performance
			•  Provides base compensation at a level consistent with competitive salary practices
	Annual Incentive Compensation	Annual cash performance award based on achievement of Company financial performance measures with option to convert all or portion of award to time-lapse RSUs under LTIP with three-year cliff vesting at 20% premium	•  Increases alignment of senior management and shareholders’ interests by linking pay and performance •  Promotes achievement of annual Company financial goals by linking pay to attainment of such goals
	Long-Term Incentive Compensation	Performance-based awards payable only if performance goals are achieved during the three-fiscal year performance period. Time-lapse awards also payable, with cliff vesting, at the end of the three-fiscal year period.	•  Motivates and rewards financial performance over a sustained period
			•  Increases alignment of senior management and shareholders’ interests by encouraging share ownership of senior management
			•  Enhances retention of senior management
			•  Rewards strong total shareholder return and earnings growth
	Retirement Benefits	Tax-qualified retirement benefits, supplemental retirement and other benefits	•  Provides for current and future needs of senior management
			•  Enhances recruitment and retention
			•  Follows competitive market practices
	Change in Control Severance Benefits	Change in control severance agreements with contingent amounts payable only if employment is terminated under certain conditions following change in control	•  Enhances retention of senior management by providing continuity of employment
			•  Promotes objective evaluation and execution of potential changes to the Company’s strategy and structure

Base Salary.    The payment of a base salary is intended to provide a stable, fixed amount of income to our named executive officers for their day-to-day job performance. Base salaries represent a relatively small portion of total compensation. However, the amount of base salary paid to each named executive officer is a major determinant of the amounts of all other elements of compensation. Base salaries for each position are compared on the basis of job content primarily to base salaries for similar positions in companies in our proxy peer group generally targeting the 50^th percentile of the competitive market practice.

2020 Proxy Statement 35

The base salaries for all named executive officers were determined by the HR Committee after considering the competitive benchmarking data for each position discussed below, the committee’s subjective evaluation of the performance of each named executive officer, the value of the individual in the position to the Company relative to other positions and their level of experience, the Company’s base salary increase budget and guidelines as well as current economic conditions. As a result, the HR Committee approved base salaries in the amounts noted in the table below for calendar year 2019, with the exception of Mr. Akers whose base salary was effective on November 6, 2018, due to his promotion to Executive Vice President as of that date.

Name	Base     Salary ($)
Kim R. Cocklin		700,000
Michael E. Haefner		975,000
J. Kevin Akers		475,000
Christopher T. Forsythe		450,000
David J. Park		425,000

The HR Committee believes that the base salaries provided to each of the named executive officers are appropriate to retain and motivate them, are competitive with salaries offered for similar positions by companies in our proxy peer group and are consistent with our Total Rewards strategy.

Annual Incentive Compensation.    Through our Incentive Plan, we provide our named executive officers an opportunity to earn an annual incentive award based upon the Company’s financial performance each year as measured by our fully diluted EPS. The HR Committee believes that EPS is the most appropriate measurement of our financial performance both on an annual and long-term basis, because it most accurately reflects the growth and performance of our operations. The EPS measurement is also one of the most currently well-known measurements of overall financial performance of public companies. The HR Committee believes that using this measurement as the basis for our incentive compensation plans best aligns the interests of our named executive officers with the interests of our shareholders and customers.

For fiscal 2019, the HR Committee reviewed competitive compensation benchmarking data, as discussed below, to establish an annual target opportunity expressed as a percentage of base salary earned during fiscal 2019 for each named executive officer. Such target incentive award opportunities are reviewed each year and benchmarked against the 50th percentile for similar positions within companies in our proxy peer group as described above in “Executive Compensation Program Objectives and Strategy,” beginning on page 33. The Incentive Plan targets for fiscal 2019 for each of the named executive officers were as follows:

Name	Fiscal Year 2019     Incentive Plan Target      as Percentage (%) of Base Salary Earned
Kim R. Cocklin		100
Michael E. Haefner		100
J. Kevin Akers		65
Christopher T. Forsythe		65
David J. Park		60

At its meeting in October 2018, the HR Committee established the threshold, target and maximum performance levels of EPS upon which the Incentive Plan’s awards would be based for fiscal 2019, along with the corresponding percentages of target awards to be paid out. The target EPS performance level was based on our annual business plan and budget and considered such factors as the allowed rates of return in our established service areas, natural

36 ATMOS ENERGY

gas pricing and volatility, budgeted capital expenditures, expected growth within our service areas, competitive factors from other service providers and other business considerations embedded in our annual business planning process. The HR Committee has continued to set increasingly challenging EPS target performance levels under the Incentive Plan each fiscal year, as demonstrated by increasing such target performance levels on average by 9% per year over the last three fiscal years. Such target performance levels have also continued to be within the range of announced EPS guidance provided to the public in November of each year.

The following table summarizes the performance levels and actual performance level attainment under the Incentive Plan for fiscal 2019: 

Performance Level	Annual EPS Performance	Percentage (%) of Target Award Earned
Below Threshold	<$4.07	No award
Threshold	$4.07	50
Target	$4.28	100
Actual EPS	$4.35	133
Maximum	$4.49	200

Since the actual EPS performance level attained was between the target of $4.28 per share and maximum of $4.49 per share, straight-line interpolation was used to compute the percentage of the target award earned. The HR Committee has the discretion under the Incentive Plan to make downward adjustments to earned awards but may not make upward adjustments. For fiscal 2019, the HR Committee did not use its discretion to make negative adjustments to any awards for any of our named executive officers. However, the HR Committee does place a limit under certain conditions on the amount of earned awards for all our named executive officers. If the Company’s TSR during any fiscal year is negative, the earned award for each such officer for that fiscal year will be limited to the amount earned at the target level of performance. This limitation was not applicable in fiscal 2019 since the Company’s TSR was positive for the fiscal year at 24%.

Awards under the Incentive Plan are paid in cash and are based on the participant’s eligible earnings received during the fiscal year. However, under the terms of the Incentive Plan, participants may elect prior to the beginning of each fiscal year to convert all or a portion of their awards to time-lapse RSUs with three-year cliff vesting, with a premium equal to 20% of the amount converted, and with such units being awarded under our LTIP.

Long-Term Incentive Compensation.    The HR Committee grants awards under our LTIP each fiscal year that are structured with 50% of the targeted long-term value in the form of three-fiscal year performance-based RSUs (measured by cumulative EPS over the three-year period) and with the remaining 50% in the form of time-lapse RSUs with three-year cliff vesting. The HR Committee bases the actual number and value of awards granted primarily on the competitive compensation benchmarking of grants made by the companies in our proxy peer group, as discussed below.

TIME-LAPSE RSUs 50%	PERFORMANCE-BASED RSUs 50%
•  Alignment with shareholders •  Facilitates share ownership •  Strong retention vehicle	•  Tied to achievement of long-term operational objectives •  Alignment with shareholders •  Facilitates share ownership •  Strong retention vehicle

2020 Proxy Statement 37

The HR Committee bases the three fiscal year cumulative EPS target performance levels on the same factors they utilize for our Incentive Plan described above. The HR Committee has also historically set increasingly challenging cumulative three-fiscal year EPS target performance levels each year, by increasing such target performance levels on average of about 17% per year for grants over the last three fiscal years. The HR Committee believes this performance is in alignment with the Company’s shareholder return performance over that same time period. The following table summarizes the performance levels and actual performance attainment levels for the fiscal 2017-2019 performance period relating to the grants of performance-based RSUs awarded in May 2017:

Performance Level	Cumulative EPS Performance	Percentage (%) of Target Award Earned
Below Threshold	<$10.28	No award
Threshold	$10.28	50
Target	$11.42	100
Actual Performance (a)	$11.99	150
Maximum	$12.56	200

(a)  The performance levels and actual performance attainment during the three-fiscal year performance period exclude the effects both of (i) a one-time income tax benefit related to the TCJA during fiscal 2018 of $1.43 per diluted share and (ii) unrealized gains or losses recognized of $0.10 per diluted share by the Company’s nonregulated operations during the portion of the performance period prior to the sale of our natural gas marketing business on January 1, 2017.

Since the actual performance level attained over the performance period was $11.99 per share, each named executive officer earned 150% of their target award. The awards were paid in the form of shares of common stock issued in November 2019 with the named executive officers also receiving cumulative cash dividend equivalents over the three-fiscal year performance period on such awards. As with the payout of Incentive Plan awards, if the Company’s TSR during the performance period is negative, the earned award for each such officer for such performance period will be limited to the amount earned at the target level of performance. This limitation was not applicable for the fiscal 2017-2019 performance period since the Company’s TSR was positive for such performance period at 63%.

At its meeting in October 2018, the HR Committee also established the threshold, target and maximum performance levels of cumulative EPS upon which performance-based RSUs awards would be based for the fiscal 2019-2021 performance period, along with the corresponding percentages of target awards. The three-fiscal year cumulative EPS target performance level was based on the same factors utilized by the HR Committee for our Incentive Plan described above. The HR Committee then awarded grants to the named executive officers at its meeting in May 2019, which were later ratified by the Board, of performance-based RSUs for the fiscal 2019-2021 performance period. The following table shows the three year performance criteria for such period:

Performance Level	Cumulative EPS Performance	Percentage (%) of Target Award Earned
Below Threshold	<$13.07	No award
Threshold	$13.07	50
Target	$13.76	100
Maximum	$14.45	200

Retirement Benefits.    All our current named executive officers participate in our Pension Account Plan (“PAP”), which is a qualified, cash balance defined benefit pension plan. Benefits under this plan become vested and non-forfeitable after completion of three years of continuous employment. For any named executive officer who retires

38 ATMOS ENERGY

with vested benefits under the plan, the compensation shown as “Salary” in the “Summary Compensation Table for Fiscal Year 2019,” beginning on page 43, would be considered eligible compensation in determining benefits. See the discussion under “Pension Account Plan” on page 48, for more information about this plan.

In addition, all our named executive officers participate in our Retirement Savings Plan (“RSP”), which is a qualified defined contribution plan. Any named executive officer who joined the Company after September 30, 2010, would not be eligible to participate in the PAP. However, in lieu thereof, he or she would receive a fixed annual contribution (“FAC”) which is equal to 4% of his or her eligible earnings. See the discussion under “Retirement Savings Plan” on page 48 for more information about this plan.

Mr. Cocklin, Mr. Haefner and Mr. Akers also participate in the Supplemental Executive Retirement Plan (“SERP”), which provides retirement benefits (as well as supplemental disability and death benefits). Each of these named executive officers who has participated in the plan for at least two years and who has attained the age of 55 is entitled to an annual retirement supplement in an amount that, when added to the annual retirement amount payable to him under the PAP, equals 60% of their total cash compensation. The annual supplemental retirement amount will generally be equal to 60% of the sum of the amount of the participant’s last annual base salary and the amount of their last award under the Incentive Plan, subject to reductions for less than ten years of employment with the Company and for retirement prior to age 62. Mr. Forsythe and Mr. Park participate in the Account Balance SERP, which is a non-qualified defined contribution plan that provides an annual contribution of 25% of the participant’s total annual earnings (base salary and incentive payment under our Incentive Plan) into a notional supplemental retirement account, as well as supplemental disability and death benefits.

The HR Committee believes that these retirement benefits at the amounts provided to our named executive officers are an important component of total compensation and benefits and are required to ensure that our overall executive compensation package remains competitive with executive compensation packages offered by other major public companies in our industry. See the discussion under “Retirement Plans,” beginning on page 48, for more information on our retirement benefits.

Change in Control Severance Benefits.    We have severance agreements in place with each of our named executive officers to provide certain severance benefits for them in the event of the termination of their employment within three years following a “change in control” of the Company (as defined in the severance agreements and described generally in “Change in Control Severance Agreements,” beginning on page 50). The severance agreement for each named executive officer generally provides that the Company will pay such officer as severance pay in one lump sum an amount equal to (a) 2.5 times their total compensation (annual base salary and the higher of the last annual award under the Incentive Plan or the average of the three highest annual awards received under such plan) and (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual age and service credits payable to the officer under the PAP and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP.

In addition, each named executive officer is paid (i) an amount that is generally actuarially equivalent to an additional 36 months of health and welfare benefits and (ii) an amount that is actuarially equivalent to 36 months of accident and life insurance coverage, along with disability coverage. If the total of such lump sum severance payment results in the imposition of excise taxes imposed by Section 4999 of the IRC, the named executive officer has the ability to elect to have the payment reduced to a level that will result in no payment of such excise tax. In lieu of reducing the severance payment under the agreement, each named executive officer may elect to have the Company pay the full severance payment amount, thereby leaving such officer responsible for personally paying the excise tax penalties imposed on such “excess parachute payments.”

Additional Information on Named Executive Officer Compensation

The compensation of our Past President and CEO, Mr. Haefner, was higher in fiscal 2019 than that of any of our other named executive officers primarily in recognition of Mr. Haefner’s level of responsibility and the competitive market data for chief executive officers of comparably-sized companies in our proxy peer group. However, Mr. Haefner

2020 Proxy Statement 39

participated in all the same compensation plans as the other named executive officers and was subject to the same performance measurement determinations under our annual and long-term incentive compensation plans. We do not have any individual compensation policies or plans that are not applied consistently to all our named executive officers. Each year, we set our target opportunities in incentive compensation based solely upon competitive market conditions and the other factors discussed below.

In addition, in determining executive compensation, the HR Committee and our Board considered the results of our most recent shareholder advisory vote on executive compensation at our February 6, 2019, meeting of shareholders. Our shareholders approved the compensation of our named executive officers for fiscal 2018, with over 95% of the shares voted in favor of such compensation. Accordingly, the HR Committee and our Board decided to continue to adhere to its pay-for-performance philosophy and did not materially change our executive compensation programs and policies over the last fiscal year as a result of the most recent shareholders’ advisory vote on executive compensation or otherwise. However, the HR Committee and Board will continue to review our executive compensation program each year and will consider the views of our shareholders and other developments during such review.

Competitive Executive Compensation Benchmarking

Like all major corporations, we operate in a competitive environment for talented executives. In August 2018, Pay Governance LLC (“Pay Governance”), our independent compensation consultant through May 2019, provided our HR Committee with a review of the compensation program elements and pay levels for companies similar to us and of comparable size as measured by financial measures and market capitalization for fiscal 2018. The competitive compensation benchmarking data reviewed by the HR Committee included base salary, annual incentive compensation and long-term incentive compensation found in the proxy statements filed by companies in the proxy peer group. The companies in the proxy peer group were selected because they represent those companies considered by the HR Committee to be the most comparable to the Company in terms of business operations, market capitalization and overall financial performance. The companies in the proxy peer group for the following fiscal year are selected annually by the HR Committee after its review of the recommendation of and presentation by its independent compensation consultant, which selection is then reviewed and approved by the Board. Below is our peer group for fiscal 2019. This same proxy peer group was used in the stock performance graph appearing in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019.

Fiscal 2019 Peer Group
Alliant Energy Corporation	NiSource Inc.
Ameren Corporation	ONE Gas, Inc.
CenterPoint Energy, Inc.	Spire Inc.
CMS Energy Corporation	WEC Energy Group, Inc.
DTE Energy Company	Xcel Energy Inc.
National Fuel Gas Company

The annual revenues shown below for the companies in our proxy peer group are for the most recent fiscal year reported. The market capitalizations shown below are as of June 30, 2019.

	Revenues ($ Million)		Market Cap.     ($ Million)
25th Percentile		2,033		4,772
50th Percentile		3,605		10,564
75th Percentile		5,657		14,530
Atmos Energy Corporation		2,902		12,349

40 ATMOS ENERGY

To supplement the executive compensation information derived from its study of the proxy peer group, the HR Committee also considered, on a limited basis, executive compensation benchmarking data from the latest Willis Towers Watson U.S. CDB Energy Services Executive Compensation Survey (“energy services industry survey”) provided by Pay Governance. The companies in this survey include companies in the natural gas, nuclear and electric utilities industries. To adjust for size differences, Pay Governance employed a statistical analysis (single regression) in the survey based on relative total annual revenues to determine competitive pay rates for our named executive officers based upon the data derived from such survey. The HR Committee also reviewed compensation data from broader energy industry and general industry surveys provided by Pay Governance, as a secondary reference point that reflects broader pay practices.

Using primarily the proxy peer group compensation analysis, as well as limited supplemental data from the energy services industry survey, the HR Committee reviewed competitive target compensation levels for each named executive officer at the 50th percentile level of the competitive market. For each named executive officer position, base salary, target total cash compensation (base salary plus annual incentive award) and target total direct compensation (base salary plus annual incentive award plus the annualized present value of long-term incentive compensation) were benchmarked and analyzed with reference to the Company’s desired competitive compensation positioning.

Independent Compensation Consultant

The HR Committee has been granted through its charter the sole authority from the Board for the appointment, compensation and oversight of the Company’s independent compensation consultant. The HR Committee retained Pay Governance from October 2018 to May 2019 and Meridian Compensation Partners, LLC (“Meridian”) from May 2019 to present as its independent compensation consultant to assist with its responsibilities related to the Company’s compensation program for its named executive officers and non-employee directors. The HR Committee directed our independent compensation consultants to (i) regularly attend meetings of the committee, (ii) conduct studies of competitive compensation practices and (iii) develop conclusions and recommendations related to the executive compensation plans of the Company for consideration by the committee. Our independent compensation consultants assisted with (i) the identification of the Company’s proxy peer group, (ii) an assessment of competitive compensation for non-employee directors of the Company, and (iii) a review of base salary, annual incentives and long-term incentive compensation opportunities of Company executive officers relative to competitive practices. Our independent compensation consultants also advised the HR Committee on emerging trends and developments in executive compensation, provided recommendations regarding our executive compensation strategy and performed an assessment of the risks contained in the Company’s incentive compensation plans.

Our independent compensation consultant attended all three HR Committee meetings held in fiscal 2019. Based on policies and procedures implemented by the HR Committee and by our independent compensation consultants to ensure the objectivity and independence of the individual executive compensation consultants for Pay Governance and Meridian, the HR Committee believes that the consulting advice it received during the fiscal year from our consultants was objective, not influenced by any other relationships our consultants had with the Company and raised no conflicts of interest. In making this determination, the HR Committee also assessed the independence factors set forth in applicable SEC regulations and rules, NYSE corporate governance standards, and other facts and circumstances, and it concluded that the retention of Pay Governance, Meridian and each of their individual executive compensation consultants raised no conflicts of interest.

Management’s Role in Setting Named Executive Officer Compensation

The HR Committee and Mr. Haefner, our President and CEO during fiscal 2019, met with representatives of Pay Governance at the beginning of fiscal 2019 to review and discuss the compensation of all other named executive officers, except for Mr. Cocklin. However, at no time did Mr. Haefner meet with representatives of Pay Governance regarding his own compensation. For fiscal 2019, Mr. Haefner recommended to the HR Committee compensation for the other named executive officers except for Mr. Cocklin, while Pay Governance provided to the HR Committee general guidance and competitive compensation data for Mr. Cocklin and Mr. Haefner.

2020 Proxy Statement 41

Mr. Cocklin and Mr. Haefner may be present during a portion of the HR Committee’s meetings on executive compensation. However, both Mr. Cocklin and Mr. Haefner (along with any other named executive officers in attendance at HR Committee meetings), are excused when the compensation of such named executive officers is discussed and decisions regarding their compensation are reached by the HR Committee. All decisions by the HR Committee concerning all forms of executive compensation to be paid to the Executive Chairman, the President and CEO, and the other named executive officers are approved by the Board.

Limitation on Deductibility of Executive Compensation

Internal Revenue Code (“IRC”) Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one single covered employee in any calendar year. Under the tax rules in effect before 2018, compensation paid to certain named executive officers that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. However, the TCJA, which was signed into law on December 22, 2017, eliminated this performance-based compensation exception, effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. From and after January 1, 2018, compensation awarded in excess of $1 million to our named executive officers generally will not be deductible. However, the HR Committee will, consistent with its past practice, continue to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our shareholders, with deductibility of compensation being only one of a variety of considerations taken into account.

CEO Transition

In August 2019, consistent with the long-term leadership succession plan conducted by the Board, the Company announced that J. Kevin Akers, Executive Vice President, would assume the role of President and Chief Executive Officer, effective October 1, 2019. Michael E. Haefner will remain an employee of the Company through his anticipated date of retirement, January 2, 2020. Kim R. Cocklin will remain Executive Chairman of the Board. In connection with this transition, for fiscal 2020, the Board increased Mr. Akers’s base salary from $475,000 to $850,000, increased his target annual bonus to 100% of his base salary, and increased his long-term incentive award target. The Board also increased Mr. Cocklin’s base salary from $700,000 to $850,000 for fiscal 2020. In setting the fiscal 2020 compensation for Mr. Akers and Mr. Cocklin, the HR Committee followed the same objectives and strategy and used the same benchmarking process as discussed in “Executive Compensation Program Objectives and Strategy” and “Competitive Executive Compensation Benchmarking” above.

42 ATMOS ENERGY

NAMED EXECUTIVE OFFICER COMPENSATION

Summary of Cash and Other Compensation

The following table provides information concerning compensation we paid to or accrued on behalf of our Principal Executive Officer, our Principal Financial Officer and the three other most highly compensated executive officers serving as such on September 30, 2019:

Summary Compensation Table for Fiscal Year 2019(a)

Name and Principal Position	Year		Salary ($)		Stock Awards ($)(b)		Non-Equity Incentive Plan Compensation ($)(c)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d)		All Other Compensation ($)(e)		Total ($)
Kim R. Cocklin(f)		2019		740,962		2,923,804		740,943		1,456,531		15,194		5,877,434
Executive Chairman of the Board		2018		852,972		2,627,833		852,950		—		11,865		4,345,620
		2017		996,640		2,706,818		934,350		—		18,892		4,656,700
Michael E. Haefner(g)		2019		941,088		2,627,330		1,254,456		5,560,898		12,221		10,395,993
Past President and Chief Executive Officer		2018		845,577		2,624,913		845,556		6,656,527		17,265		10,989,838
		2017		593,077		1,233,019		472,608		2,599,360		11,997		4,910,061
J. Kevin Akers(h)		2019		463,435		809,197		401,633		6,169,053		12,221		7,855,539
President and Chief Executive Officer		2018		373,154		520,080		298,516		532,993		11,867		1,736,610
		2017		332,049		408,949		228,284		1,227,607		11,923		2,208,812
Christopher T. Forsythe(i)		2019		434,639		809,197		376,678		342,141		198,620		2,161,275
Senior Vice President and Chief Financial Officer		2018		388,702		520,080		310,954		179,097		168,205		1,567,038
		2017		344,231		408,949		236,659		137,057		103,213		1,230,109
David J. Park(j)		2019		412,165		591,021		329,724		321,174		194,521		1,848,605
Senior Vice President, Utility Operations		2018		373,154		520,080		298,516		173,678		161,094		1,526,522
		2017		321,328		541,574		110,457		130,361		98,328		1,202,048

(a) No bonuses, as defined by applicable SEC rules and regulations, were paid or stock options awarded to any named executive officers in fiscal years 2019, 2018 or 2017.

(b) In accordance with applicable SEC rules, the valuation of stock awards in this table is based upon the grant date fair value of time-lapse RSUs granted during fiscal 2017-2019, along with performance-based RSUs granted during fiscal 2017-2019. The stock awards are valued at the grant date fair value calculated in accordance with FASB ASC Topic 718 excluding any estimate of forfeitures related to service vesting conditions. Amounts in this column also include the fair value of awards, granted early in the following fiscal year, of time-lapse RSUs with respect to the portion of each fiscal year’s annual incentives elected by the named executive officer to be received in time-lapse RSUs in lieu of cash as well as the 20% premium granted in connection with such time-lapse RSUs. These units vest three years following the date of grant. For more information on these elections see footnote (c) below. The values for Mr. Haefner reflect the full grant date fair value of the performance-based RSUs awarded in accordance with SEC requirements, but due to his upcoming retirement on January 2, 2020, Mr. Haefner will only be entitled to a pro-rata portion of the performance-based RSUs at the end of the three-year performance period based on actual performance and his period of employment prior to retirement. The fair value of the performance-based RSUs on the grant date are shown in the following table at their maximum value, assuming the highest level of performance conditions (200% of the target) will be achieved during the performance period.

2020 Proxy Statement 43

Name	Year		Stock Awards ($)
Kim R. Cocklin		2019		2,627,330
		2018		2,286,618
		2017		2,333,034
Michael E. Haefner		2019		2,627,330
		2018		2,286,618
		2017		1,043,832
J. Kevin Akers		2019		809,197
		2018		520,080
		2017		408,949
Christopher T. Forsythe		2019		809,197
		2018		520,080
		2017		408,949
David J. Park		2019		591,021
		2018		520,080
		2017		408,949

(c) The amounts shown for fiscal 2019 reflect the cash payments attributable to performance achieved at the level of 133% of target EPS in fiscal 2019 under our Incentive Plan. For a discussion of the performance criteria established by our HR Committee for awards in fiscal 2019 under our Incentive Plan, see “Elements of Executive Compensation,” beginning on page 35. Awards under the Incentive Plan are generally paid in cash and are based on the participant’s eligible earnings received during the fiscal year. However, participants may elect prior to the beginning of each fiscal year to convert all or a portion of their awards to time-lapse RSUs, with a premium equal to 20% of the amount converted, with such units being awarded under our LTIP. Each named executive officer’s conversion elections for the 2019 Incentive Plan awards are reflected in the table below.

Name	Incentive Plan Award ($)		Cash (%)		Amount ($)		Restricted Stock Units Elected (%)		Value of Restricted Stock Units ($)		Units (#)
Kim R. Cocklin		987,924		75		740,943		25		246,981		2,279
Michael E. Haefner		1,254,456		100		1,254,456		0		—		—
J. Kevin Akers		401,633		100		401,633		0		—		—
Christopher T. Forsythe		376,678		100		376,678		0		—		—
David J. Park		329,724		100		329,724		0		—		—

(d) The amounts shown reflect (i) above-market interest earned on the Account Balance Supplemental Executive Retirement Plan for Mr. Forsythe ($5,910) and Mr. Park ($4,209) and (ii) the aggregate current year increase in pension values for each named executive officer based on the change in the present value of the benefit as presented in the “Retirement Plans Tables,” beginning on page 49. The present value is based on the earliest age for which an unreduced benefit is available and assumptions from the September 30, 2018, and September 30, 2019, measurement dates. The above-market interest is also included in the amounts shown in the “Aggregate Earnings in Last Fiscal Year” column of the “Non-Qualified Deferred Compensation Table for Fiscal Year 2019” on page 50.

(e) The components of “All Other Compensation” are reflected in the table below.

(f) Mr. Cocklin was appointed as Executive Chairman of the Board by the Board of Directors, effective October 1, 2017.

(g) Mr. Haefner was appointed as Past President and Chief Executive Officer by the Board of Directors, effective October 1, 2019. Mr. Haefner plans to retire from the Company January 2, 2020.

(h) Mr. Akers was appointed as President and Chief Executive Officer by the Board of Directors, effective October 1, 2019.

(i) Mr. Forsythe was appointed as Senior Vice President and Chief Financial Officer by the Board of Directors, effective February 1, 2017.

(j) Mr. Park was appointed as Senior Vice President, Utility Operations, effective January 1, 2017.

44 ATMOS ENERGY

All Other Compensation for Fiscal Year 2019

Name	Company Contributions to Retirement Savings Plan ($)	Company Contributions to Account Balance SERP ($)(a)	Cost of Premiums for Company- Paid Term Life Insurance ($)	Financial Planning ($)(b)		Perquisites ($)(c)	Total     ($)
Kim R. Cocklin	11,154	—	1,067		2,973	—		15,194
Michael E. Haefner	11,154	—	1,067		—	—		12,221
J. Kevin Akers	11,154	—	1,067		—	—		12,221
Christopher T. Forsythe	11,154	186,399	1,067		—	—		198,620
David J. Park	11,154	177,670	1,067		4,630	—		194,521

(a) The All Other Compensation column of the Summary Compensation Table has been updated for Mr. Forsythe and Mr. Park for years 2018 and 2017 to reflect these amounts not previously included.

(b) We provide financial planning services to our named executive officers, which benefit is valued at the actual charge for the services.

(c) No named executive officer received perquisites and other personal benefits with an aggregate value equal to or exceeding $10,000 during fiscal 2019.

Grants of Plan-Based Awards

The following table shows the grants of executive compensation plan-based awards to the named executive officers during fiscal 2019 and the portion of fiscal 2019 awards under the Incentive Plan elected to be received in time-lapse RSUs:

Grants of Plan-Based Awards for Fiscal Year 2019(a)

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(b)						Estimated Future Payouts Under Equity Incentive Plan Awards(c)							All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date    Fair Value of Stock Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)			Maximum (#)
Kim R. Cocklin
Incentive Plan		10/1/18		277,861		555,722		1,111,444		—		—			—		—		—
Time-Lapse RSUs		05/7/19		—		—		—		—		—			—		12,825		1,313,665
Performance-Based RSUs		05/7/19		—		—		—		6,413		12,825			25,650		—		1,313,665
Time-Lapse RSUs		11/5/19		—		—		—		—		2,735	(d)		—		—		296,474
Michael E. Haefner
Incentive Plan		10/1/18		470,544		941,088		1,882,176		—		—			—		—		—
Time-Lapse RSUs		05/7/19		—		—		—		—		—			—		12,825		1,313,665
Performance-Based RSUs		05/7/19		—		—		—		6,413		12,825			25,650		—		1,313,665
J. Kevin Akers
Incentive Plan		10/1/18		150,617		301,233		602,466		—		—			—		—		—
Time-Lapse RSUs		05/7/19		—		—		—		—		—			—		3,950		404,599
Performance-Based RSUs		05/7/19		—		—		—		1,975		3,950			7,900		—		404,599
Christopher T. Forsythe
Incentive Plan		10/1/18		141,258		282,516		565,032		—		—			—		—		—
Time-Lapse RSUs		05/7/19		—		—		—		—		—			—		3,950		404,599
Performance-Based RSUs		05/7/19		—		—		—		1,975		3,950			7,900		—		404,599
David J. Park
Incentive Plan		10/1/18		123,650		247,299		494,598		—		—			—		—		—
Time-Lapse RSUs		05/7/19		—		—		—		—		—			—		2,885		295,511
Performance-Based RSUs		05/7/19		—		—		—		1,443		2,885			5,770		—		295,511

2020 Proxy Statement 45

(a) No stock options were awarded to any named executive officer in fiscal 2019.

(b) The amounts reflect the estimated payments which could have been made under our Incentive Plan, based upon the participant’s annual salary as of the date presented. The plan provides that our named executive officers may receive annual cash incentive awards based on the performance and profitability of the Company. The HR Committee establishes annual target awards for each such officer. The actual amounts received by the named executive officers in fiscal 2019 under the plan are set forth under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table for Fiscal Year 2019,” beginning on page 43.

(c) The amounts reflect the performance-based RSUs granted under our LTIP, which vest three years from the beginning of the performance measurement period (October 1, 2018), at which time the holder is entitled to receive a percentage of the performance-based RSUs granted, based on our cumulative EPS performance over the period October 1, 2018 to September 30, 2021, payable in shares of our common stock, plus dividend equivalents payable in stock or cash. The grant date fair market value on May 7, 2019 of $102.43 is reflected at the target level of performance.

(d) These awards reflect the portion of fiscal 2019 Incentive Plan awards that was elected to be received in time-lapse RSUs granted under our LTIP, as well as the 20% value premium received pursuant to such election. Such RSUs were granted at the fair market value of $108.40 on the date of grant on November 5, 2019.

Outstanding Equity Awards

The following table shows the outstanding equity awards held by the named executive officers at September 30, 2019:

Outstanding Equity Awards at Fiscal Year-End for 2019(a)

	Stock Awards
Name	Number of Shares of Stock or Units of Stock That Have Not Vested (#) (b)		Market Value of Shares of Stock or Units of Stock That Have Not Vested ($) (c)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (d)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or   Other Rights That Have Not Vested ($) (c)
Kim R. Cocklin		52,764		6,009,292		26,015		2,962,848
Michael E. Haefner		38,196		4,350,142		26,015		2,962,848
J. Kevin Akers		9,475		1,079,108		6,950		791,536
Christopher T. Forsythe		9,475		1,079,108		6,950		791,536
David J. Park		10,356		1,179,445		5,885		670,243

(a) This table does not include amounts of time-lapse RSUs that were granted in November 2019 as a result of elections by the named executive officers to convert all or a portion of incentive compensation attributable to fiscal 2019. However, it does include amounts of time-lapse RSUs that were granted in November 2018 as a result of elections by the named executive officers to convert all or a portion of their incentive compensation attributable to fiscal 2018.

(b) Represents time-lapse RSUs, which generally vest three years from the date of grant, as reflected in the next table.

(c) Market value is based on the closing price of our common stock of $113.89, as reported on the NYSE Consolidated Tape on September 30, 2019.

(d) Represents performance-based RSUs. See footnote (c) to the “Grants of Plan-Based Awards for Fiscal Year 2019” table on page 45 for a discussion of the vesting terms of our performance-based RSUs. Based on our performance through September 30, 2019, performance-based RSUs, at the target level of performance, will vest as indicated in the “Performance-Based Restricted Stock Units Vesting Schedule” on page 47 below.

46 ATMOS ENERGY

Time-Lapse Restricted Stock Units Vesting Schedule(a)

Name	11-08-19(b)		5-02-20(c)		11-07-20(b)		5-01-21(c)		11-06-21(b)		5-07-22(c)		Total
Kim R. Cocklin		4,485		14,405		4,236		13,190		3,623		12,825		52,764
Michael E. Haefner		—		6,445		2,144		13,190		3,592		12,825		38,196
J. Kevin Akers		—		2,525		—		3,000		—		3,950		9,475
Christopher T. Forsythe		—		2,525		—		3,000		—		3,950		9,475
David J. Park		443		2,525		1,503		3,000		—		2,885		10,356

(a) This table does not include amounts of time-lapse RSUs that were granted in November 2019 as a result of elections by the named executive officers to convert all or a portion of incentive compensation received for fiscal 2019.

(b) The amounts represent time-lapse RSUs granted under our LTIP as a result of the participant’s election to convert all or a portion of his Incentive Plan payment attributable to prior fiscal years.

(c) The amounts represent time-lapse RSUs granted under our LTIP, which vest three years from the date of grant.

Performance-Based Restricted Stock Units Vesting Schedule(a)

Name	9-30-20		9-30-21		Total
Kim R. Cocklin		13,190		12,825		26,015
Michael E. Haefner		13,190		12,825		26,015
J. Kevin Akers		3,000		3,950		6,950
Christopher T. Forsythe		3,000		3,950		6,950
David J. Park		3,000		2,885		5,885

(a) The amounts represent performance-based RSUs, assuming the target level of performance, which vest at the end of each applicable three-fiscal year performance period. Although these units vest at the dates indicated, they are not available for distribution in the form of shares until the number of units earned based on the cumulative EPS amount for the performance period, along with dividend equivalents for the performance period payable in the form of cash or additional units, is finally determined and approved by the Board at its November meeting each year.

Vested Common Stock

The following table sets forth the vested common stock received by the named executive officers during fiscal 2019:

Stock Vested for Fiscal Year 2019     

	Stock Awards (a)
Name	Stock Awards (#) (b)		Value Realized on Vesting ($) (c)
Kim R. Cocklin		44,167		4,595,200
Michael E. Haefner		24,716		2,512,845
J. Kevin Akers		4,763		510,527
Christopher T. Forsythe		4,763		510,527
David J. Park		5,893		614,725

(a) The named executive officers elected to have vested shares withheld, in each case, to cover applicable state and federal taxes incurred, upon receipt of their vested shares. The amounts reflected in this column are not reduced for the shares withheld.

(b) Includes shares that vested during fiscal 2019 attributable to time-lapse RSUs as well as performance-based RSUs at the 150% level of performance for the fiscal 2017-19 performance period.

(c) The value received on vesting represents the fair market value of the shares received on the following dates: $92.21 on November 2, 2018; $102.47 on May 3, 2019; and $108.40 on November 5, 2019.

2020 Proxy Statement 47

Retirement Plans

Pension Account Plan.    Our PAP is a qualified, cash balance defined benefit pension plan under both the IRC and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The plan covers a majority of our employees, including all our named executive officers. Benefits under this plan become vested and non-forfeitable after completion of three years of continuous employment. Under the terms of the PAP, a vested participant receives a benefit based on the value of the cash balance account at termination or retirement from the Company. Benefits payable under the PAP are not offset by Social Security benefits. Under the IRC, the annual compensation of each employee to be considered under our retirement plan for 2019 cannot exceed $280,000.

The amount of eligible earnings utilized under the PAP generally includes base salary earned, deferrals to the RSP and IRC Section 125 (“cafeteria plan”) reductions, while it excludes (i) any imputed income attributable primarily to Company-provided life insurance or financial planning services and (ii) all incentive compensation, as well as expense reimbursements. All participants may choose to receive their account balances in the form of a lump sum or an annuity. For any named executive officer who retires with vested benefits under the plan, the compensation shown as “Salary” in the “Summary Compensation Table for Fiscal Year 2019,” beginning on page 43, would be considered eligible compensation in determining benefits, subject to applicable limitations under the IRC.

Retirement Savings Plan.    The RSP is a qualified, defined contribution plan, which is intended to comply with Section 404(c) of ERISA. All employees are eligible to participate in the RSP immediately upon joining the Company. Investments may be made in shares of Company common stock or in a variety of other equity and fixed income investments offered by the RSP administrator. Employees may make pre-tax contributions to the RSP based on the amount of eligible earnings, which is composed generally of base salary earned, pre-tax contributions to the RSP and cafeteria plan reductions, but excludes (i) any imputed income attributable primarily to Company-provided life insurance or financial planning services and (ii) all incentive compensation, as well as expense reimbursements. Upon the completion of one year of employment, the Company matches a participant’s contribution up to 4% of eligible earnings. Effective January 1, 2011, the RSP was amended to also include a FAC contribution, which is equal to 4% of eligible earnings for all participants in the RSP who joined the Company after September 30, 2010, when new employees ceased to be eligible to participate in the PAP. Eligible participants begin receiving the FAC contribution after one year of employment. All participants are immediately vested in their contributions to the RSP and matching Company contributions. Participants are vested in the FAC contributions component of their RSP account balances after three continuous years of employment.

Supplemental Executive Retirement Plans.    Mr. Cocklin, Mr. Haefner and Mr. Akers participate in the Company’s SERP, which provides retirement benefits (as well as supplemental disability and death benefits) to certain officers. The SERP provides that an officer who has participated in the SERP for at least two years and has attained age 55 is entitled to an annual supplemental pension in an amount that, when added to their annual pension payable under the PAP, equals 60% of their compensation, subject to reductions for less than ten years of employment at the Company and for retirement prior to age 62. The SERP covers compensation in an amount equal to the sum of (a) the greater of the participant’s annual base salary at the date of termination of employment or the average of the participant’s annual base salary for the highest of three calendar years (whether or not consecutive) of employment with the Company and (b) the greater of the amount of the participant’s last award under any of the Company’s annual performance bonus or incentive plans or the average of the participant’s highest three performance awards under such plans (whether or not consecutive). The amount of current compensation covered by the SERP at the end of fiscal 2019 for the following named executive officers listed in the Summary Compensation Table is as follows: Mr. Cocklin, $2,284,653; Mr. Haefner, $2,229,456 and Mr. Akers, $1,251,633.

Mr. Forsythe and Mr. Park participate in the Account Balance SERP, which is a non-qualified defined contribution plan that provides an annual contribution of 25%, which percentage is established by the Board of Directors for participants who are members of the Company’s Management Committee, of the participant’s total annual earnings (base salary and incentive payment under our Annual Incentive Plan) into a notional supplemental retirement account. Since it was adopted in August 2009, the Account Balance SERP has been open only to any employee of the Company selected by the Board, in its discretion, to participate in the plan. In addition to receiving an annual pay credit at the end of each

48 ATMOS ENERGY

calendar year in their account balance equal to a percentage of each participant’s total annual earnings, each participant receives an interest credit to participant’s account balance at the end of each plan year. A participant is eligible to receive a distribution of their supplemental benefit under the plan upon retirement, which is defined as a voluntary termination from employment with the Company that constitutes a separation from service after he has completed at least three (3)  years of participation in the plan and has attained age 55.

Retirement Plans Tables

The tables below show the present value of accumulated benefits payable to each of the named executive officers under our PAP, RSP and SERP or Account Balance SERP, as applicable, along with the total amount of payments made during fiscal 2019 under the SERP. See the discussion under “Pension Account Plan” on page 48, and “Supplemental Executive Retirement Plans,” beginning on page 48, for more information on these plans. As discussed above under “Supplemental Executive Retirement Plans,” each of the named executive officers will receive a benefit under both the PAP and the SERP or Account Balance SERP, the present values of which are presented in the tables below.

Pension Benefits Table for Fiscal Year 2019

Retirement age:	(a) 65, or current age if later, for the PAP (b) 62, or current age if later, for the SERP
Discount Rate:	3.29%
Postretirement mortality:	Use of the applicable mortality table for 2019, as defined in IRC Section 417(e)(3)

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Kim R. Cocklin(a)	Pension Account Plan		13.33		391,321		—
	Supplemental Executive Retirement Plan		13.33		20,040,698		—
Michael E. Haefner(b)	Pension Account Plan		11.25		338,575		—
	Supplemental Executive Retirement Plan		11.25		20,832,447		—
J. Kevin Akers(b)	Pension Account Plan		28.08		784,336		—
	Supplemental Executive Retirement Plan		16.83		10,146,098		—
Christopher T. Forsythe(c)	Pension Account Plan		16.27		376,365		—
David J. Park(c)	Pension Account Plan		25.70		343,551		—

(a) Mr. Cocklin is eligible for retirement with an immediate PAP benefit and a full benefit under the SERP.

(b) Mr. Haefner and Mr. Akers are eligible for early retirement with an immediate PAP benefit and a reduced benefit under the SERP.

(c) Mr. Forsythe and Mr. Park are eligible for early commencement of an immediate PAP benefit.

2020 Proxy Statement 49

Non-Qualified Deferred Compensation Table for Fiscal Year 2019

Name	Plan Name	Executive Contributions in Last Fiscal Year		Company Contributions in Last Fiscal Year(a)		Aggregate Earnings in Last Fiscal Year(b)		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year End
Christopher T. Forsythe(c)	Account Balance Supplemental Executive Retirement Plan		—		186,399		29,802		—		795,188
David J. Park(c)	Account Balance Supplemental Executive Retirement Plan		—		177,670		21,224		—		597,231

(a) Amounts reported in this column represent employer contributions under the Account Balance Supplemental Executive Retirement Plan. These amounts are also reported in the Summary Compensation Table under All Other Compensation.

(b) The amounts attributable to above-market interest on non-qualified deferred compensation in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table and identified in footnote (d) to that table are also included in this column.

(c) Upon attainment of age 55, Mr. Forsythe and Mr. Park will be eligible for an immediate distribution of their AB SERP account balance.

Change in Control Severance Agreements

We have entered into severance agreements with each of the named executive officers to provide certain severance benefits for them in the event of the termination of their employment within three years following a “change in control” of the Company (as defined in the severance agreements and described generally below). In addition, each such named executive officer will be entitled to all rights and benefits, if any, provided under any other plan or agreement between him and the Company.

The severance agreement for each such named executive officer generally provides that the Company will pay such officer as severance pay in one lump sum an amount equal to (a) 2.5 times their total compensation (annual base salary and the higher of the last award under the Incentive Plan or the average of the three highest awards under such plan (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual age and service credits payable to the officer under the PAP and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP. The Company is also obligated to provide the officer with all medical, dental, vision and any other health benefits which qualify for continuation coverage under IRC Section 4980B, for a period of 18 months following the date of termination. In addition, following the end of the 18-month period, the Company is to pay such officer a lump sum amount equal to the present value of the cost to the Company of providing those benefits to him for an additional 18-month period. Also, the Company must pay the officer a lump sum amount equal to the present value of the cost to the Company of providing accident and life insurance benefits as well as disability benefits for a period of 36 months from their date of termination, equal to such benefits in effect for the officer at the time of the change in control.

However, if an executive officer is terminated by the Company for “cause” (as defined in the severance agreement), or their employment is terminated by retirement, death or disability, the Company is not obligated to pay such officer the lump sum severance payment. Further, if an executive officer voluntarily terminates their employment except for “constructive termination” (as defined in the severance agreement), the Company is not obligated to pay such officer the lump sum severance payment. The Company is not responsible for the payment of any excise tax gross-up payments which may be due on the payment of severance benefits to our named executive officers. However, if such lump sum severance benefit payments result in the imposition of excise taxes imposed by Section 4999 of the IRC, the officer will have the option to elect to have the payment reduced to a level that will result in no payment of such excise tax by such officer.

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For the purposes of these agreements, a “change in control” will generally be deemed to have occurred at any one of the following times:

• on the date any person acquires ownership of common stock, that together with stock already held by such person, results in the person having beneficial ownership of 50% or more of the total fair market value or total voting power of our common stock;

• on the date that a person acquires, or has acquired over a 12-month period, ownership of our common stock possessing 30% or more of the total voting power of our stock;

• on the date a majority of the members of our Board is replaced during any 12-month period by directors whose election is not endorsed by a majority of the Board before the date of the election; or

• on the date that a person acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition, at least 40% of the total gross fair market value of our assets, as measured immediately before such acquisition, except if such sale is to a person or entity owning, directly or indirectly, at least 50% of the total value or voting power of our common stock before such acquisition.

Potential Payments Upon Termination or Change in Control

Payments Made Upon Any Termination.    Regardless of the way a named executive officer’s employment is terminated, he is entitled to receive the following amounts earned during his term of employment, subject to the additional restrictions discussed below under “Payments Made Upon Termination for Cause.” Such amounts include:

• amount of accrued but unpaid base salary;

• amounts contributed under, or otherwise vested in our RSP; and

• amounts accrued and vested through our PAP and SERP or Account Balance SERP.

Payments Made Upon Retirement.    In the event of the retirement of a named executive officer (only Mr. Cocklin, Mr. Haefner and Mr. Akers are eligible for retirement), in addition to the items identified above, such named executive officer will be entitled to receive:

• a pro rata portion, at the end of the three-year performance period of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the actual level of performance achieved during the period; and

• upon the termination of the restricted period, shares of stock equal to the number of time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment.

Payments Made Upon Death or Disability.    In the event of the death or disability of a named executive officer, in addition to the benefits listed above under “Payments Made Upon Any Termination,” the named executive officer or designated beneficiary will be entitled to receive:

• a pro rata portion, based on the number of months completed of such performance period, of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the target level of performance for the period;

• shares of our common stock equal to the number of cumulative time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment; and

• payments under the Company’s life insurance plan or benefits under the Company’s disability plan, as appropriate.

Payments Made Upon Voluntary Termination or Termination Without Cause.    In the event of a voluntary termination or termination without cause for Mr. Forsythe or Mr. Park (except for a termination without cause due to a general reduction in force or the specific elimination of a named executive officer’s position, in which case the benefits would be substantially equivalent to those described under “Payments Made Upon Death or Disability”), no equity or retirement benefits would be payable to these named executive officers since they are not yet eligible for retirement.

2020 Proxy Statement 51

Payments Made Upon Termination for Cause.    The benefits for a termination for cause are substantially equivalent to the benefits described above under “Payments Made Upon Any Termination,” except that for all the named executive officers, no benefit under the SERP or Account Balance SERP would be payable. In addition, all outstanding grants of time-lapse RSUs and performance-based RSUs, as well as any unvested FAC contributions under the RSP, would be forfeited by all named executive officers.

Payments Made Upon a Change in Control.    As discussed above in “Change in Control Severance Agreements,” beginning on page 50, we have entered into severance agreements with each of the named executive officers to provide certain severance benefits for them in the event of the termination or “constructive termination” of their employment within three years following a “change in control” of the Company, as such terms are defined in the agreements. As is also discussed above, under the “best net” approach, the Company is not liable for the tax gross-up payments on behalf of those individuals whose severance payments would trigger excise tax penalties. In the tables below under the heading “Termination Upon/Following Change in Control,” we assume the named executive officers would pay any related excise tax penalties. The severance agreement for each such named executive officer provides that the Company will pay such named executive officer a lump sum severance payment as described in “Change in Control Severance Agreements,” beginning on page 50.

Potential Post-Employment Payment Tables.    The following tables reflect estimates of the total amount of compensation due each named executive officer in the event of such executive’s termination of employment by reason of death, disability, retirement, termination for cause, or termination of employment upon or following a change in control. There are no separate columns presented below showing amounts payable in the event of either a voluntary termination or a termination without cause since such amounts would be substantially equivalent to the amounts shown under Termination Upon Retirement. The amounts shown below assume that such termination was effective as of September 30, 2019, and are estimates of the amounts which would be paid out to the executives upon such termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

Kim R. Cocklin	Termination Upon Death ($)		Termination Upon Disability ($)		Termination Upon Retirement ($)		Termination For Cause ($)		Termination Upon/ Following Change in Control ($)
Cash Severance		—		—		—		—		4,950,340
Equity
Time-Lapse Restricted Stock Units		6,009,292		6,009,292		6,009,292		—		6,009,292
Performance-Based Restricted Stock Units		1,541,349		1,541,349		1,541,349		—		1,541,349
Total		7,550,641		7,550,641		7,550,641		—		7,550,641
Retirement Benefits
Pension Account Plan		342,753		396,417		342,753		342,753		430,400
Supplemental Executive Retirement Plan		21,333,083		20,075,290		20,040,698		—		20,040,698
Retirement Savings Plan		996,186		996,186		996,186		996,186		1,027,774
Total		22,672,022		21,467,893		21,379,637		1,338,939		21,498,872
Other Benefits
Health & Welfare		—		—		—		—		28,158
Total		30,222,663		29,018,534		28,930,278		1,338,939		34,028,011

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Michael E. Haefner	Termination Upon Death ($)		Termination Upon Disability ($)		Termination Upon Retirement ($)		Termination For Cause ($)		Termination Upon/ Following Change in Control ($)
Cash Severance		—		—		—		—		5,573,640
Equity
Time-Lapse Restricted Stock Units		4,350,142		4,350,142		4,350,142		—		4,350,142
Performance-Based Restricted Stock Units		1,541,349		1,541,349		1,541,349		—		1,541,349
Total		5,891,491		5,891,491		5,891,491		—		5,891,491
Retirement Benefits
Pension Account Plan		247,601		510,072		247,601		247,601		317,480
Supplemental Executive Retirement Plan		24,470,976		23,887,696		22,369,474		—		24,075,998
Retirement Savings Plan		976,430		976,430		976,430		976,430		1,008,018
Total		25,695,007		25,374,198		23,593,505		1,224,031		25,401,496
Other Benefits
Health & Welfare		—		—		—		—		28,879
Total		31,586,498		31,265,689		29,484,996		1,224,031		36,895,506

J. Kevin Akers	Termination Upon Death ($)		Termination Upon Disability ($)		Termination Upon Retirement ($)		Termination For Cause ($)		Termination Upon/ Following Change in Control ($)
Cash Severance		—		—		—		—		2,191,583
Equity
Time-Lapse Restricted Stock Units		1,079,108		1,079,108		1,079,108		—		1,079,108
Performance-Based Restricted Stock Units		390,605		390,605		390,605		—		390,605
Total		1,469,713		1,469,713		1,469,713		—		1,469,713
Retirement Benefits
Pension Account Plan		552,973		1,090,220		552,973		552,973		640,620
Supplemental Executive Retirement Plan		14,255,957		13,080,381		11,018,876		—		13,680,830
Retirement Savings Plan		1,746,998		1,746,998		1,746,998		1,746,998		1,778,586
Total		16,555,928		15,917,599		13,318,847		2,299,971		16,100,036
Other Benefits
Health & Welfare		—		—		—		—		40,145
Total		18,025,641		17,387,312		14,788,560		2,299,971		19,801,477

2020 Proxy Statement 53

Christopher T. Forsythe	Termination Upon Death ($)		Termination Upon Disability ($)		Termination Upon Retirement ($)		Termination For Cause ($)		Termination Upon/ Following Change in Control ($)
Cash Severance		—		—		—		—		2,066,695
Equity
Time-Lapse Restricted Stock Units		1,079,108		1,079,108		—		—		1,079,108
Performance-Based Restricted Stock Units		390,605		390,605		—		—		390,605
Total		1,469,713		1,469,713		—		—		1,469,713
Retirement Benefits
Pension Account Plan		237,069		849,877		237,069		237,069		301,516
Account Balance SERP		795,188		795,188		—		—		795,188
Retirement Savings Plan		899,117		899,117		899,117		899,117		930,705
Total		1,931,374		2,544,182		1,136,186		1,136,186		2,027,409
Other Benefits
Health & Welfare		—		—		—		—		25,843
Total		3,401,087		4,013,895		1,136,186		1,136,186		5,589,660

David J. Park	Termination Upon Death ($)		Termination Upon Disability ($)		Termination Upon Retirement ($)		Termination For Cause ($)		Termination Upon/ Following Change in Control ($)
Cash Severance		—		—		—		—		1,886,810
Equity
Time-Lapse Restricted Stock Units		1,179,445		1,179,445		—		—		1,179,445
Performance-Based Restricted Stock Units		349,339		349,339		—		—		349,339
Total		1,528,784		1,528,784		—		—		1,528,784
Retirement Benefits
Pension Account Plan		217,455		861,918		217,455		217,455		287,334
Account Balance SERP		597,231		597,231		—		—		597,231
Retirement Savings Plan		876,289		876,289		876,289		876,289		907,877
Total		1,690,975		2,335,438		1,093,744		1,093,744		1,792,442
Other Benefits
Health & Welfare		—		—		—		—		40,145
Total		3,219,759		3,864,222		1,093,744		1,093,744		5,248,181

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In the tables above, we have shown the severance compensation and employee benefits to be provided in the aggregate to each named executive officer in the event of each of the termination scenarios. In each scenario, there are differences in how equity, retirement, and health and welfare benefits are determined. The discussion below provides more specific information on the retirement benefits under each of the various scenarios as well as the health and welfare benefits payable only in the event of a termination of a named executive officer pursuant to a change in control.

Termination Upon Death.    The SERP benefit is the sum of the following:

• two times final average earnings (base salary plus annual payment under the Incentive Plan) less the amount paid through the Company’s group life insurance plan;

• a life annuity benefit of 50% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to the surviving spouse; and

• a temporary life annuity benefit of 25% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to dependent children until children reach the age of 18 years.

In addition, the following benefits are payable at a termination upon death:

• the Account Balance SERP plan benefit is equal to the account balance at the time of death;

• the PAP plan benefit equal to the account balance at the time of death; and

• the RSP plan benefit equal to the account balance at the time of death.

Termination Upon Disability.    The SERP benefit is the sum of the following:

• a monthly benefit based on 60% of compensation (base salary plus annual payment under the Incentive Plan) less the amount paid from the Company’s group disability plan, with the net benefit payable as a temporary benefit until the age of 65 years; and

• regular retirement benefit, as described below in “Termination Upon Retirement,” payable at the age of 65 years.

In addition, the following benefits are payable at a termination upon disability:

• the Account Balance SERP plan benefit is equal to the account balance at the time of disability;

• the PAP plan benefit equal to the value of the projected age 65 monthly benefit assuming level future earnings from date of disability; and

• the RSP plan benefit equal to the account balance at the time of disability.

Termination Upon Retirement.    At September 30, 2019, only Mr. Cocklin, Mr. Haefner and Mr. Akers were eligible for retirement. The SERP benefit at retirement is the lump sum benefit based on a target benefit of 60% of final average earnings (base salary plus annual payment under the Incentive Plan) less an offset for the benefits to be paid from the tax-qualified PAP which would be reduced if retirement were to occur prior to age 62 or the service period at the Company were less than ten years. In addition, the following benefits are payable at retirement:

• the PAP plan benefit equal to the account balance at the time of retirement; and

• the RSP plan benefit equal to the account balance at the time of retirement.

Termination Upon Change in Control.    The SERP benefit upon termination pursuant to a change in control is equal to the same retirement benefits described above with respect to “Termination Upon Retirement,” with the following additional provisions:

• there is no reduction applied to the earned benefit in the event that the named executive officer has less than 10 years of service;

• there is no reduction applied to the earned benefit for early commencement prior to age 62; and

• the named executive officer is immediately vested in the accrued benefit.

2020 Proxy Statement 55

In addition, the following benefits are payable upon termination pursuant to a change in control:

• the Account Balance SERP plan benefit is equal to the account balance at the time of termination pursuant to a change in control;

• the PAP benefit includes the accrued benefit at the time of termination plus an additional three years of earned compensation credits; and

• the RSP benefit includes the accrued benefit at the time of termination plus an additional three years of Company matching contributions.

Health and Welfare Benefits.    The Company provides supplemental benefits in the form of health and welfare benefits only in the event of the termination of a named executive officer pursuant to a change in control. The supplemental health and welfare benefits reported in the “Potential Post-Employment Payment Tables” above, beginning on page 52, represent the following benefits: (i) all medical, dental, vision and any other health benefits which qualify for continuation coverage under IRC Section 4980B for a period of 18 months from the date of termination; (ii) payment of a lump sum equal to the present value of the cost to the Company of providing those benefits for an additional 18-month period; and (iii) payment of a lump sum equal to the present value of the cost to the Company of providing accident and life insurance benefits as well as disability benefits for a period of 36 months from their date of termination, equal to such benefits in effect for the officer at the time of the change in control.

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OTHER EXECUTIVE COMPENSATION MATTERS

Human Resources Committee Report

The HR Committee has the responsibility for reviewing and recommending to the full Board, the Company’s executive compensation program. The HR Committee is composed entirely of persons who qualify as independent directors under the listing standards of the NYSE. In this context, the HR Committee has met, reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on this review and discussion, the committee recommended to the Board, and the Board approved, the inclusion of the “Compensation Discussion and Analysis” in this proxy statement.

Respectfully submitted by the members of the Human Resources Committee:

Nancy K. Quinn, Chair

Kelly H. Compton

Richard K. Gordon

Richard A. Sampson

Diana J. Walters

Human Resources Committee Interlocks and Insider Participation    

None of the HR Committee members were, during fiscal 2019 or previously, an officer or employee of the Company or any of our subsidiaries. In addition, there was no interlocking relationship between any named executive officer of the Company and any other corporation during fiscal 2019.

Compensation Risk Assessment

The HR Committee reviews our compensation programs to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2019, the HR Committee, with the assistance of Meridian, reviewed the Company’s compensation programs for employees, including named executive officers. The HR Committee believes the following factors reduce the likelihood of excessive risk-taking:

● The Company’s compensation programs are heavily weighted to long-term incentive awards, which are tied to shareholder value and have extended vesting periods (3 years) which allow for long-term ownership;

● The HR Committee reviews and approves goals at the beginning of each cycle;

● Total compensation features an effective balance of short- and long-term compensation components;

● The HR Committee has downward discretion in the annual incentive plan;

● Annual and long-term performance plan payments are capped at 200%;

● The Company’s change in control severance benefits fall within common norms and do not provide excessive incentive to seek a transaction;

● The Company has a robust clawback policy that applies to both the annual and long-term incentive awards; and

● The Company’s ownership guidelines, annual stock awards, and extended vesting provisions create sustained and consistent ownership stakes.

Accordingly, the HR Committee has determined that none of the Company’s incentive compensation plans encourage our executive officers or other employees to take excessive risks and that the risks arising from these plans are not reasonably likely to have a material adverse effect on the Company.

2020 Proxy Statement 57

Chief Executive Officer Pay Ratio

Our chief executive officer (“CEO”) to median employee pay ratio is calculated in accordance with SEC rules and requirements. The annual total compensation of our Past President and Chief Executive Officer, as reported in the Summary Compensation Table for fiscal 2019 was $10,395,993. The annual total compensation of our median employee (the “Median Employee”), following the same methodology used in computing the annual total compensation of our CEO, was $84,516. The ratio of the annual total compensation of our Past President and Chief Executive Officer to the annual total compensation of our Median Employee was 123 to 1.

CEO Pay Ratio
Median employee total compensation	$84,516
CEO total compensation	$10,395,993
Ratio of CEO to Median employee compensation	123:1

As permitted by SEC rules, we used the same Median Employee for 2019 as we identified for 2018 because there have been no significant changes to our workforce or pay design for 2019 that we believe would significantly change our CEO pay ratio results. The following briefly describes the process we used to identify our Median Employee for 2018, based on our employee population as of July 1, 2018:

• We selected July 1, 2018 as the determination date used to reflect our Company’s employee population during fiscal 2018, which date is within three months of the end of fiscal 2018 on September 30, 2018.

• To identify the Median Employee as of July 1, 2018, we utilized the total compensation (base salary, overtime/shift pay and all incentive compensation earned) of all our employees, excluding our CEO, as of that date for the 12 month period, July 2017 through June 2018, as a consistently applied compensation measure, with the following refinements:

• We annualized the compensation of any individuals who were employed for less than the full 12-month period.

• We did not include the value of any annual equity awards in determining the Median Employee.

• We did not make any cost of living adjustments because all our employees are located in the United States.

SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

58 ATMOS ENERGY

BENEFICIAL OWNERSHIP OF COMMON STOCK

Security Ownership of Certain Beneficial Owners

The following table lists the beneficial ownership with respect to each person known by us to be the beneficial owner of more than 5% of any class of our voting securities as of December 13, 2019:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent (%) of Class(a)
Common stock	BlackRock, Inc.(b) 55 East 52nd Street New York, NY 10055	13,525,109	11.06
Common stock	The Vanguard Group, Inc.(c) 100 Vanguard Blvd. Malvern, PA 19355	12,364,124	10.11

(a) The percent of voting securities is based on the number of outstanding shares of our common stock as of December 13, 2019.

(b) Based on a Schedule 13G/A dated January 30, 2019, in which BlackRock, Inc. reported that as of December 31, 2018, it had sole voting power over 12,479,183 shares and sole dispositive power over 13,525,109 shares.

(c) Based on a Schedule 13G/A dated February 11, 2019, in which The Vanguard Group, Inc. (“Vanguard”) reported that as of December 31, 2018, it had sole voting power over 97,911 shares, shared voting power over 54,608 shares, sole dispositive power over 12,238,712 shares, and shared dispositive power over 125,412 shares. Based on the Schedule 13G/A, (i) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 43,090 shares as a result of its serving as investment manager of collective trust accounts, and (ii) Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 137,143 shares as a result of its serving as investment manager of Australian investment offerings.

2020 Proxy Statement 59

Security Ownership of Management and Directors

The following table lists the beneficial ownership of our common stock, the only class of securities issued and outstanding, with respect to all our directors and nominees for director, our named executive officers, and all our directors and executive officers as a group as of December 13, 2019. Except as otherwise noted, the directors, nominees and executive officers, individually or as a group, have sole voting and investment power with respect to the shares listed.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(#)(a)			Percent (%) of Class(b)
J. Kevin Akers		44,854	(c)
Robert W. Best		645,712	(d)
Kim R. Cocklin		443,065	(c)
Kelly H. Compton		7,863	(d)
Sean Donohue		2,561	(d)
Christopher T. Forsythe		25,624	(c)
Rafael G. Garza		11,136	(d)
Richard K. Gordon		66,801	(d)
Robert C. Grable		40,802	(d)
Michael E. Haefner		128,151	(c)
Karen E. Hartsfield		4,823	(c)
Nancy K. Quinn		56,335	(d)
David J. Park		12,622	(c)
J. Matt Robbins		8,742	(c)
Richard A. Sampson		24,567	(d)
Stephen R. Springer		48,232	(d)
Diana J. Walters		2,561	(d)
Richard Ware II		86,837	(d)
All directors, nominees and executive officers as a group (18 individuals) (b)(c)(d)		1,661,288			1.36

(a) These shares of our common stock are owned directly by each listed person, including shares held in our RSP, and by members of his or her household and are held individually, jointly or pursuant to a trust agreement, an IRA or other type of arrangement.

(b) The percentage of shares beneficially owned by any individual does not exceed 1% of the class so owned.

(c) Does not include unvested time-lapse restricted stock units in the following respective amounts: Mr. Cocklin, 51,014 units; Mr. Haefner, 38,196 units; Mr. Akers, 9,475 units, Mr. Forsythe, 9,475 units; Mr. Park, 9,913 units; Ms. Hartsfield, 8,902 units; and Mr. Robbins, 8,410 units.

(d) Includes cumulative number of share units, with no voting rights, credited to the following directors under our Directors Plan and LTIP in the following respective amounts: Mr. Best, 21,536 units; Ms. Compton, 7,863 units; Mr. Donohue, 2,561 units; Mr. Garza, 11,136 units; Mr. Gordon, 56,801 units; Mr. Grable, 33,228 units; Ms. Quinn, 56,335 units; Mr. Sampson, 21,567 units; Mr. Springer, 47,232 units, Ms. Walters, 2,561 units and Mr. Ware, 69,038 units.

60 ATMOS ENERGY

INFORMATION ABOUT THE MEETING

Date, Time, and Location

Our 2020 annual meeting of shareholders will be held on February 5, 2020, at 9:00 a.m. Central Standard Time at the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240.

Internet Availability of Proxy Materials

To reduce costs and conserve resources, we send the majority of our shareholders a Notice Regarding the Availability of Proxy Materials (“Meeting Notice”) in lieu of a paper copy of our proxy materials. The Meeting Notice contains instructions to:

• Electronically access our proxy statement and our 2019 Annual Report to Shareholders and Form 10-K;

• Vote via the internet, by telephone, or by mail; and

• Receive a paper copy of our proxy materials by mail, if desired.

Admission

All shareholders are invited to attend the annual meeting. To be admitted, you will need acceptable photo identification and proof of your share ownership as follows:

• Shareholders of Record.    Shareholders of record (i.e., shares are registered in the shareholder’s name with the Company’s transfer agent), may establish share ownership by presenting a copy of their Meeting Notice.

• Beneficial Shareholders.    Beneficial shareholders (i.e., shares held through a broker, bank or other holder of record) may establish their share ownership by providing either their Meeting Notice or a copy of their brokerage or other account statement.

If you require special accommodation due to a disability, please contact our Corporate Secretary prior to the meeting to indicate the accommodations that you will need. You may do so in writing to Corporate Secretary, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240.

Voting Matters

Proxy Information.    On or about December 20, 2019, we began distributing to each shareholder entitled to vote at the annual meeting either (i) the Meeting Notice or (ii) this proxy statement, a proxy card, and our 2019 Annual Report. Shares represented by a properly executed and timely received proxy will be voted in accordance with instructions provided by the shareholder. If a properly executed and timely received proxy contains no specific voting instructions, the shares represented by any such proxy will be voted in accordance with the recommendations of the Board. Proxies are solicited by the Board.

Shareholders Entitled to Vote.    Shareholders of record of our common stock at the close of business on the record date of December 13, 2019, are eligible to vote at the annual shareholder meeting. On that date, 122,259,296 shares of common stock were outstanding. Each share of common stock entitles the holder to one vote on the items of business to be considered at the annual meeting.

Vote Required for Items of Business.    The presence, in person or by proxy, of holders of a majority of the Company’s outstanding shares of common stock is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes (explained below) are counted for purposes of determining the presence or absence of a quorum. Under Texas and Virginia law and the Company’s Articles of Incorporation and Bylaws, if a quorum is present at the meeting:

• Item 1—nominees for election as directors will be elected to the Board if a majority of the votes cast are “for” each such nominee;

2020 Proxy Statement 61

• Item 2—ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2020 will be approved if a majority of the votes cast are “for” the proposal; and

• Item 3—the advisory vote on the compensation of the named executive officers disclosed in the proxy statement will be approved if a majority of the votes cast are “for” the proposal.

Abstentions and Broker Non-Votes.    Abstentions will have the same effect as an against vote. Broker non-votes and failure to cast a vote are not considered votes cast and will therefore have no effect on the voting outcome of any item of business at the meeting. A broker non-vote occurs on an item of business when a registered shareholder does not vote its client’s shares on the item but votes on another matter presented at the meeting. This typically occurs when the registered shareholder (usually a broker or bank) has either voting instructions from its client or discretionary voting authority under NYSE rules to vote on one item of business and not on other items.

Brokers and other share custodians do not have discretion to vote on non-routine matters unless the beneficial owner of the shares has given explicit voting instructions. Consequently, if you do not give your broker or share custodian explicit voting instructions, your shares will not be voted on the election of directors or the advisory vote on executive compensation, and your shares will instead be considered broker non-votes on each such item. The ratification of the selection of E&Y as our independent registered public accounting firm for 2020 is considered a routine matter and, as such, your broker or share custodian of record is entitled to vote your shares on such proposal in its discretion if you do not provide voting instructions on that item.

Revocation of Proxies.    Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by internet, telephone, or mail, or in person at the annual meeting, another proxy dated as of a later date.

Proxy Solicitation

All expenses of soliciting proxies will be paid by the Company. Proxies may be solicited personally, or by telephone, mail, email or the internet, by employees or directors of the Company, but the Company will not pay any compensation for such solicitations. The Company expects to pay fees of approximately $7,500 for assistance by Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902, in the solicitation of proxies. In addition, the Company will reimburse brokers, banks and other persons holding shares as nominees for their expenses related to sending material to their principals and obtaining their proxies.

Shareholder Proposals

In the event a shareholder intends to present a proposal at our annual meeting of shareholders on February 5, 2020, in accordance with the Company’s bylaws, the shareholder must be a shareholder of record on the record date, December 13, 2019, who shall continue to be entitled to vote at the annual meeting. In addition, such shareholder must mail a notice of such proposal so that it is received by the Corporate Secretary at our principal executive offices by January 14, 2020, the 25th day following the day on which notice of the meeting is to be sent, December 20, 2019. Any such proposal must also include the information required by the Company’s bylaws. In addition, in the event a shareholder intends to present a proposal at our 2021 annual meeting of shareholders, if such proposal is to be included in our proxy statement relating to such meeting, it must be received by the Corporate Secretary at our principal executive offices no later than August 22, 2020, and it must be prepared according to applicable law, as determined by the Company.

Annual Report

You may obtain a copy of our 2019 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, including the financial statements and the financial statement schedules included therein, free of charge on our website or by contacting us as noted below. In addition, the exhibits of the Annual Report on Form 10-K are available upon payment of charges that approximate our cost of reproduction. If you would like to receive a copy of these exhibits, or our 2019 Annual Report, please visit

62 ATMOS ENERGY

our website at www.atmosenergy.com, call Investor Relations at 972-855-3792 or mail your written request to Investor Relations, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240.

Other Business

In the event that any matter not described herein is properly presented for a shareholder vote at the annual meeting, or any adjournment thereof, the persons named in the form of proxy will vote in accordance with their best judgment. At the time this proxy statement went to press, the Company knew of no other matters that might be presented for shareholder action at the annual meeting.

By Order of the Board of Directors,

Karen E. Hartsfield

Senior Vice President, General Counsel

and Corporate Secretary

Dallas, Texas

December 20, 2019

We encourage you to receive all proxy materials in the future electronically to help us save on printing costs and postage fees, as well as to conserve natural resources in producing and distributing these materials. If you wish to receive these materials electronically for next year’s annual meeting, please follow the instructions on the proxy card.

2020 Proxy Statement 63

APPENDIX A

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP

The enactment of the TCJA required us to remeasure our deferred tax assets and liabilities at our new federal statutory income tax rate as of December 22, 2017. The remeasurement of our net deferred tax liabilities resulted in the recognition of a non-cash income tax benefit of $158.8 million for the fiscal year ended September 30, 2018. Due to the non-recurring nature of this benefit, we believe that net income and diluted net income per share before the non-cash income tax benefit provide a more relevant measure to analyze our financial performance than net income and diluted net income per share in order to allow investors to better analyze our core results and allow the information to be presented on a comparative basis to the prior year. Adjusted net income and adjusted diluted earnings per share, non-GAAP measures, are calculated as follows:

	For the Fiscal Year Ended September 30
	2019		2018			Change
	(In thousands, except per share data)
Net income	$	511,406	$	603,064		$	(91,658	)
TCJA non-cash income tax benefit		—		(158,782	)		158,782
Adjusted net income	$	511,406	$	444,282		$	67,124
Diluted net income per share	$	4.35	$	5.43		$	(1.08	)
Diluted EPS from TCJA non-cash income tax benefit		—		(1.43	)		1.43
Adjusted diluted net income per share	$	4.35	$	4.00		$	0.35

2020 Proxy Statement A-1

  ATMOS ENERGY CORPORATION C/O AMERICAN STOCK TRANSFER 6201 15TH AVENUE BROOKLYN, NY 11219 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on February 4, 2020 for shares held directly and by 11:59 p.m. Eastern Time on January 30, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and integrated annual reports electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. You may also request electronic delivery of proxy materials on our website at www.atmosenergy.com.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on February 4, 2020 for shares held directly and by 11:59 p.m. Eastern Time on January 30, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E87410-P30110-Z75855                    KEEP THIS PORTION FOR YOUR RECORDS

  THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

ATMOS ENERGY CORPORATION
	The Board of Directors recommends that you vote
	FOR the following listed nominees:
	1.  ELECTION OF DIRECTORS
	Nominees:		For	Against	Abstain
	1a.     J. Kevin Akers		☐	☐	☐
	1b.     Robert W. Best		☐	☐	☐	The Board of Directors recommends that you vote FOR proposals 2-3.		For	Against	Abstain
	1c.     Kim R. Cocklin		☐	☐	☐	2.    Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020.		☐	☐	☐
	1d.     Kelly H. Compton		☐	☐	☐
	1e.     Sean Donohue		☐	☐	☐
	1f.      Rafael G. Garza		☐	☐	☐	3.    Proposal for an advisory vote by shareholders to approve the compensation of the Company’s named executive officers for fiscal 2019 (“Say-on-Pay”).		☐	☐	☐
	1g.     Richard K. Gordon		☐	☐	☐
	1h.     Robert C. Grable		☐	☐	☐
	1i.      Nancy K. Quinn		☐	☐	☐
	1j.      Richard A. Sampson		☐	☐	☐
	1k.     Stephen R. Springer		☐	☐	☐
	1l.      Diana J. Walters		☐	☐	☐	For address changes and/or comments, please check this box and write them on the back where indicated				☐
	1m.    Richard Ware II		☐	☐	☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
	Signature [PLEASE SIGN WITHIN BOX]	Date				Signature (Joint Owners)	Date

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

The Notice and Proxy Statement and our Annual Report, including our Form 10-K, are available at

www.proxyvote.com.

Please date, sign and mail your proxy card back as soon as possible!

Annual Meeting of Shareholders

ATMOS ENERGY CORPORATION

February 5, 2020

-Please Detach and Mail in Envelope Provided-

E87411-P30110-Z75855  

ATMOS ENERGY CORPORATION

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 5, 2020

The undersigned hereby appoints Richard K. Gordon and Richard A. Sampson, or either of them, each with full power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Atmos Energy Corporation to be held at 9:00 a.m. Central Standard Time on February 5, 2020, at the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240, and at any adjournment or postponement thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present at the meeting on the matters listed on the reverse side.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ATMOS ENERGY CORPORATION. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION TO THE BOARD AND FOR PROPOSALS 2 AND 3. In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting, and at any adjournment or postponement thereof, to the extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission, and by applicable state laws (including matters that the proxy holders do not know, a reasonable time before this solicitation, are to be presented).

Retirement Savings Plan Participants. This card also constitutes voting instructions by the undersigned participant to the trustee of the Atmos Energy Corporation Retirement Savings Plan and Trust (“Plan”) for all shares votable by the undersigned Plan participant. The undersigned on the reverse side of this card authorizes and instructs the Atmos Energy Corporation Qualified Retirement Plans and Trusts Committee, as trustee of the Plan (“Trustee”), to vote all shares of the common stock of Atmos Energy Corporation allocated to the undersigned’s account under the Plan (as shown on the reverse side) at the 2020 annual meeting of shareholders, or at any adjournment thereof, in accordance with the instructions on the reverse side. The Trustee will vote these shares as directed, provided your voting instructions are received over the Internet, by telephone or through the mail on your proxy card by 11:59 p.m. Eastern Time on January 30, 2020. All shares of Atmos Energy common stock for which the Trustee has not received timely instructions shall be voted or exercised by the Trustee in its best judgment. All voting instructions for shares held in the Plan shall be confidential. State Street Global Advisors Trust Company (“State Street”) is the independent fiduciary for purposes of ensuring the confidentiality of the Plan participant voting process. Please notify State Street, in writing, if you have specific confidentiality concerns relating to exercising your right to direct the Trustee to: Sydney Marzeotti, Vice President, State Street Global Advisors Trust Company, 1 Iron Street, Boston, MA 02210.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE THIS PROXY BY MAIL BY DATING, SIGNING AND PROMPTLY MAILING THIS PROXY IN THE ENCLOSED RETURN ENVELOPE SO THAT THE SHARES MAY BE REPRESENTED AT THE MEETING.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side