ATMOS ENERGY CORP
For the period ended Feb 5, 2025. Filed Dec 20, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 5, 2025 · Filed Dec 20, 2024
ATO$173.22-1.0%Stored close · as of Nov 6, 2026
Contents
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | Preliminary Proxy Statement | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement | ||
| ☐ | Definitive Additional Materials | ||
| ☐ | Soliciting Material Pursuant to §240.14a-12 | ||
Atmos Energy Corp oration
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Joint Letter from Chairman and President and CEO
| December 20, 2024Dear Shareholder:We are pleased to invite you to attend the annual meeting of shareholders on Wednesday, February 5, 2025, at 9:00 a.m. Central Standard Time, which will be conducted virtually via webcast. You will be able to attend the meeting, vote your shares, and submit questions by logging on to www.virtualshareholdermeeting.com/ATO2025. 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, 2024, are entitled to vote. Your vote is very important. Whether you plan to attend the virtual meeting or not, please cast your vote over the internet, by telephone or by mailing back a proxy card as soon as possible. Sincerely, | |
|---|---|
| "Atmos Energy is committed to the safety and success of our employees and communities, the environment, delivering a reliable source of energy, and providing exceptional customer service. As Chairman of the Board, I have worked alongside my fellow Directors as we oversee the Company’s vision to be the safest provider of natural gas services. On behalf of the entire Board of Directors, thank you for your continued support and investment in Atmos Energy."— Kim Cocklin | |
| Kim R. CocklinChairman of the Board | J. Kevin AkersPresident and Chief Executive Officer |
| 2025 Proxy Statement | 1 |
|---|
| Joint Letter from Chairman and President and CEO | 1 | |
|---|---|---|
| Notice of Annual Meeting of Shareholders | 3 | |
| About Atmos Energy | 4 | |
| Fiscal 2024 Performance Highlights | 5 | |
| Proxy Statement Overview | 6 | |
| Election of Directors | 9 | |
| Qualifications for Directors | 9 | |
| Nominees for Director | 11 | |
| Corporate Governance and Other Board Matters | 17 | |
| Overview | 17 | |
| Board Leadership Structure | 18 | |
| Board Committees | 18 | |
| Independence of Directors | 21 | |
| Board Evaluation Process | 21 | |
| Board Succession Planning | 22 | |
| Board Oversight Responsibilities | 23 | |
| Shareholder Engagement | 25 | |
| Other Governance Policies and Practices | 26 | |
| Director Compensation | 28 | |
| Annual Review of Compensation | 28 | |
| Fiscal 2024 Annual Compensation | 28 | |
| Long-Term Compensation | 29 | |
| Summary of Cash and Other Compensation | 29 | |
| Director Share Ownership Requirements | 30 | |
| Amendment to the 1998 Long-Term Incentive Plan | 31 | |
| Description of the Plan | 31 | |
| Share Overhang and Annual Usage | 33 | |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 35 | |
| Audit and Related Fees | 35 | |
| Audit Committee Pre-Approval Policy | 36 | |
| Audit Committee Report | 36 |
| Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers | 37 | |
| Background of the Proposal | 37 | |
|---|---|---|
| Executive Compensation | 37 | |
| Compensation Discussion & Analysis | 38 | |
| Executive Summary | 38 | |
| Executive Compensation Program Objectives and Strategy | 42 | |
| 2024 Elements of Compensation | 43 | |
| Compensation Decision Process | 47 | |
| Compensation Policies and Practices | 50 | |
| Human Resources Committee Report | 50 | |
| Named Executive Officer Compensation and Related Matters | 51 | |
| Summary of Cash and Other Compensation | 51 | |
| Grants of Plan-Based Awards | 53 | |
| Outstanding Equity Awards | 54 | |
| Vested Common Stock | 55 | |
| Retirement Plans | 56 | |
| Retirement Plans Tables | 57 | |
| Change in Control Severance Agreements | 58 | |
| Potential Payments Upon Termination or Change in Control | 58 | |
| CEO Pay Ratio | 63 | |
| Pay versus Performance | 64 | |
| Beneficial Ownership of Common Stock | 68 | |
| Security Ownership of Certain Beneficial Owners | 68 | |
| Security Ownership of Directors, Nominees, and Executive Officers | 69 | |
| Information About the Annual Meeting | 70 | |
| Proxy Solicitation | 71 | |
| Shareholder Proposals for the 2026 Annual Meeting | 71 | |
| Other Business | 72 | |
| Appendix A: Atmos Energy Corporation 1998 Long-Term Incentive Plan, as amended November 6, 2024 | A-1 |
| 2 | Atmos Energy |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.