ATMOS ENERGY CORP

For the period ended Feb 4, 2026. Filed Dec 19, 2025.

About 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 4, 2026 · Filed Dec 19, 2025

ATO$173.22-1.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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 19, 2025Dear Shareholder:We are pleased to invite you to attend the annual meeting of shareholders on Wednesday, February 4, 2026, 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/ATO2026. 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 12, 2025, 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

2026 Proxy Statement	1

Joint Letter from Chairman and President and CEO	1
Notice of Annual Meeting of Shareholders	3
About Atmos Energy	5
Fiscal 2025 Performance Highlights	6
Proxy Statement Overview	7
	Election of Directors	10
Qualifications for Directors	10
Nominees for Director	12
Corporate Governance and Other Board Matters	18
Overview	18
Board Leadership Structure	19
Board Committees	19
Independence of Directors	22
Board Evaluation Process	22
Board Succession Planning	23
Board Oversight Responsibilities	24
Shareholder Engagement	26
Other Governance Policies and Practices	27
Director Compensation	29
Annual Review of Compensation	29
Fiscal 2025 Annual Compensation	29
Long-Term Compensation	30
Summary of Cash and Other Compensation	30
Director Share Ownership Requirements	31
	Ratification of Appointment of Independent Registered Public Accounting Firm	32
Audit and Related Fees	32
Audit Committee Pre-Approval Policy	33
Audit Committee Report	33
	Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers	34
Background of the Proposal	34
Executive Compensation	34
Compensation Discussion & Analysis	35
Executive Summary	35
Executive Compensation Program Objectives and Strategy	38
2025 Elements of Compensation	39
Compensation Decision Process	43
Compensation Policies and Practices	45
Human Resources Committee Report	46
Named Executive Officer Compensation and Related Matters	47
Summary of Cash and Other Compensation	47
Grants of Plan-Based Awards	48
Outstanding Equity Awards	49

Vested Common Stock	50
Retirement Plans	50
Retirement Plans Tables	51
Change in Control Severance Agreements	52
Potential Payments Upon Termination or Change in Control	52
CEO Pay Ratio	56
Pay versus Performance	57
	Approval of Amendment to the Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock	61
	Approval of Amendment to the Articles of Incorporation to Provide for Plurality Voting in the Event of a Contested Election	62
	Approval of Amendment to the Articles of Incorporation to Limit the Liability of Certain Officers as Permitted by Texas and Virginia Law	63
	Approval of Amendment to the Articles of Incorporation to Clarify the Indemnification Provisions	64
	Approval of Amendment to the Articles of Incorporation to Remove Obsolete Provisions and Make Certain Other Clarifying, Technical, and Conforming Changes	65
Beneficial Ownership of Common Stock	66
Security Ownership of Certain Beneficial Owners	66
Security Ownership of Directors, Nominees, and Executive Officers	67
Information About the Annual Meeting	68
Proxy Solicitation	69
Shareholder Proposals for the 2027 Annual Meeting	69
Other Business	70
Appendix A Amendment to Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock	A-1
Appendix B Amendment to Articles of Incorporation to Provide for Plurality Voting in the Event of a Contested Election	B-1
Appendix C Amendment to Articles of Incorporation to Limit the Liability of Certain Officers as Permitted by Texas and Virginia Law	C-1
Appendix D Amendment to Articles of Incorporation to Clarify the Indemnification Provisions	D-1
Appendix E Amendment to Texas Articles of Incorporation to Remove Obsolete Provisions and Make Certain Other Clarifying, Technical, and Conforming Changes	E-1
Appendix F Amendment to Virginia Articles of Incorporation to Remove Obsolete Provisions and Make Certain Other Clarifying, Technical, and Conforming Changes	F-1

2	Atmos Energy

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.