Form 8-K AGL RESOURCES INC For: Nov 03

November 9, 2015 8:13 AM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
 
 
 
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
Date of Report (Date of earliest event reported): November 3, 2015
 
 
 
 
 
 
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
 
 
 
Georgia
1-14174
58-2210952
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
Ten Peachtree Place NE Atlanta, Georgia 30309
(Address and zip code of principal executive offices)
 
 
 
 
 
 
404-584-4000
(Registrant's telephone number, including area code)
 
 
 
 
 
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy  the filing obligation of the registrant under any of the following provisions:
 
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2015, John W. Somerhalder II gave notice of his intent to retire as chairman and chief executive officer of AGL Resources Inc. (the “Company”), effective December 31, 2015. On November 3, 2015, the Board of Directors of the Company appointed Andrew W. Evans to serve as president and chief executive officer of the Company, effective January 1, 2016. The Board of Directors also appointed James A. Rubright, currently lead director, to serve as the chairman of the Board of Directors, effective January 1, 2016.
Mr. Evans, age 49, currently serves as president and chief operating officer of the Company. Mr. Evans joined the Company in 2002 as vice president and treasurer and served in this role until 2005. He subsequently served as senior vice president and chief financial officer, and in 2006, he was appointed to serve as executive vice president and chief financial officer. Mr. Evans was appointed to serve as president and chief operating officer on May 6, 2015.
At a later date, the Compensation Committee of the Board of Directors will determine related compensatory changes, and any such changes will be reported as required. A copy of the Company’s press release announcing these leadership changes is attached to this report as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)
Exhibits
Exhibit No.
Description
 
 
99.1
Press release, dated November 9, 2015

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
AGL RESOURCES INC.
 
(Registrant)
 
 
Date:  November 9, 2015
/s/ Paul R. Shlanta
 
Name: Paul R. Shlanta
Title: Executive Vice President, General Counsel and Chief Ethics and Compliance Officer
 


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Exhibit Index


Exhibit No.
Description
 
 
99.1
Press release, dated November 9, 2015


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AGL Resources Announces Retirement of Chairman and CEO John W. Somerhalder II

Andrew W. (Drew) Evans to Become President and CEO
James A. Rubright to Become Non-Executive Chairman of the Board

ATLANTA, Nov. 9, 2015 – AGL Resources (NYSE: GAS) today announced that John W. Somerhalder II, the company’s chairman and chief executive officer and a member of the AGL Resources board of directors, will retire from his executive and board roles on December 31, 2015. Upon Somerhalder’s retirement, AGL Resources veteran Andrew W. (Drew) Evans, 49, will become president and chief executive officer. James A. Rubright, currently lead director of the AGL Resources board of directors, will become non-executive chairman of the board.
Somerhalder joined AGL Resources as president and CEO in March of 2006. During the nearly 10 years he led the company, he oversaw both the acquisition of Nicor Inc., a transaction that doubled AGL Resources’ customer base, and the company’s recently announced merger with Southern Company.
“AGL Resources will lose an outstanding leader with John’s retirement from AGL,” said Rubright. “During his tenure, AGL Resources has earned a prominent place at the forefront of America’s growing natural gas industry. We all are grateful to John for his contributions to AGL and the communities where AGL operates.” Rubright has served on the board since 2001. He is the retired chairman and CEO of RockTenn Company (now WestRock).
Evans, who currently is president and chief operating officer for AGL Resources, joined the company in May 2002 and has held several positions of increasing strategic leadership in the organization. He served as executive vice president and chief financial officer and vice president of finance and treasurer, and he also has been responsible for all of the company’s unregulated enterprises.
“The appointment of Drew Evans as president and CEO is the next step in a well-planned succession strategy,” said Somerhalder. “Drew has been an important part of our business expansion and strategy for the past 10 years. He is a seasoned energy executive who will lead the company capably and position it well for additional expansion and future growth. Drew will assume his new role at a time when the natural gas industry and the company have never been stronger.”
Prior to joining AGL Resources, Evans held leadership positions with Mirant Corporation (formerly Southern Energy Inc.), where he served in various finance and business development roles over a nine-year period. Prior to Mirant, Evans was employed by National Economic Research Associates and the Federal Reserve Bank of Boston.
Evans serves on the boards of Zoo Atlanta, Grady Memorial Hospital Corporation, New American Pathways and the Georgia Council for Economic Education. He is a graduate of Emory University.







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About AGL Resources

AGL Resources (NYSE: GAS) is an Atlanta-based energy services holding company with operations in natural gas distribution, retail operations, wholesale services and midstream operations. AGL Resources serves approximately 4.5 million utility customers through its regulated distribution subsidiaries in seven states. The company also serves more than one million retail customers through its SouthStar Energy Services joint venture and Pivotal Home Solutions, which market natural gas and related home services. Other non-utility businesses include asset management for natural gas wholesale customers through Sequent Energy Management and ownership and operation of natural gas storage facilities. AGL Resources is a Fortune 500 company and a member of the S&P 500 Index. For more information, visit www.aglresources.com.




Contacts:
 
 
 
 
 
 
 
Financial
 
Media
 
Sarah Stashak
 
Tami Gerke
 
Director, Investor Relations
Director, External Communications
Office: 404-584-4577
Office: 404-584-3873
 
 
 
 
 
 
 
 
 
 
 
 












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