Indicate by check mark
if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES [ ] NO [X]
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether
the Registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated Filer [ ] Accelerated Filer
[ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X] Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant
is a shell company. YES [ ] NO [X]
The aggregate market value of the 1,234,434
million shares of the registrant’s common stock held by non-affiliates of the registrant was $19,166,727 at the $15.50 average
of bid and asked prices on March 31, 2020.
Number of shares of Common Stock outstanding
as of the close of business on December 21, 2020: 3,083,577.
Corning Natural Gas Holding Corporation is filing this Form 10-K/A
as Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2020
(the “Annual Report”) that was filed with the Securities and Exchange Commission on December 21, 2020 for the purpose
of including the following portions of Corning Natural Gas Holding Corporation’s Annual Report:
PART III
ITEM 10. Directors, Executive Officers and Corporate
Governance
Board of Directors. The names, ages, positions,
business experience and principal occupations and employment of each member of the board of directors is set forth below (each
of the director’s terms will expire in 2021):
Name
|
Age
|
Position
|
Director of Holding
|
Director of Gas
|
|
|
|
Company Since
|
Company Since
|
|
|
|
|
|
Henry B. Cook, Jr.
|
73
|
Chairman of the Board and Director
|
2013
|
2007
|
Michael I. German
|
70
|
Chief Executive Officer, President and Director
|
2013
|
2006
|
Ted W. Gibson
|
78
|
Director
|
2013
|
2006
|
Robert B. Johnston
|
55
|
Director
|
2014
|
—
|
Joseph P. Mirabito
|
62
|
Director
|
2013
|
2010
|
William Mirabito
|
60
|
Director
|
2013
|
2010
|
George J. Welch
|
75
|
Director
|
2013
|
2007
|
John B. Williamson III
|
66
|
Director
|
2013
|
2010
|
Henry B. Cook, Jr. is our chairman of the board of
directors and has served as a director since May 2007. He has served as the president of Triple Cities Acquisition, LLC, a heavy
truck parts and vehicle dealer, and Roadwolf Transportation Products, LLC, an importer of heavy-duty truck parts, since 2001. Mr.
Cook has exhibited his expertise in the development and management of the business of those two companies. This business experience,
together with the expertise about our business and operations derived from his years of service on the board of the Company and
leadership as chairman of the board, led the board of directors to conclude that Mr. Cook has the judgment and skills desired for
continued service on the board. He is not related to Matthew J. Cook, our vice president – operations.
Michael I. German has served as our chief executive
officer, president, and director since December 2006. Mr. German serves as president of Corning Gas, Corning Natural Gas Appliance
Corporation (“Corning Appliance”), Pike County Light & Power Company (“Pike”),Leatherstocking Gas Company,
LLC (“Leatherstocking Gas”) and Leatherstocking Pipeline Company, LLC (“Leatherstocking Pipeline”). He
also serves on the boards of Leatherstocking Gas, Leatherstocking Pipeline, and Pike. Prior to joining the Company, he was senior
vice president, utility operations for Southern Union Company where he was responsible for gas utility operations in Missouri,
Pennsylvania, Rhode Island, and Massachusetts. From 1994 to 2005, Mr. German held several senior positions at Energy East Corporation,
a publicly held energy services and delivery company, including president of several utilities. From 1978 to 1994, Mr. German worked
at the American Gas Association, finishing as senior vice president. From 1976 to 1978, Mr. German worked for the US Energy Research
and Development Administration. Mr. German is a board member of the Northeast Gas Association, Ampco Pittsburgh Corporation, and
several non-profit organizations. Mr. German’s role as president and chief executive officer, responsibility for the day-to-day
operations and significant strategic initiatives, as well as his extensive experience in utility and public company operations
led the board to conclude that Mr. German should continue to serve as a director.
Ted W. Gibson has been a director since November
2006. He has served as the chief executive officer of Classic City Mechanical, an underground utility business, since 1979. Mr.
Gibson is also a corrosion specialist in the National Association of Corrosion Engineers and a graduate of the Georgia Institute
of Technology – Mechanical Engineer. Mr. Gibson previously served as a United States Marine Corps Captain and is a Vietnam
veteran. He is also an inspector for the Nevada State Boxing Commission. Mr. Gibson’s professional background and extensive
experience with pipelines and other underground utilities, his business and management expertise in his service as chief executive
officer of Classic City Mechanical, his knowledge of our business, and contributions during his years of service on the board of
directors led the board of the Company to conclude that Mr. Gibson has the skills desired for continued service on the board.
Robert B. Johnston has been a director since
July 2014. He has served as the executive vice president and chief strategy officer for The InterTech Group, Inc. (“InterTech”)
since 2008. In this capacity, he is responsible for merger and acquisition activities, investments and communications, as well
as oversight of a number of InterTech operating companies. He currently serves as chairman of the board of directors of Colabor
Inc. Additionally, he serves on the board of directors of the South Carolina Community Loan Fund, Supremex Inc., FIH Group PLC,
Circa Enterprises, and Swiss Water Decaffeinated, Inc. Mr. Johnston previously served as the president, chief executive officer,
and deputy governor of the Hudson’s Bay Company, and on the boards of the Hudson’s Bay Company, Gas Natural Inc., Pacific
Northern Gas, Central Vermont Public Service Corporation, Produce Investments PLC, Fyffes PLC, Galvanic Applied Sciences, Span
America Medical Products, Experiences Canada, Carolina Youth Development Center, and Canada’s National History Society. He
was also a member of the advisory board of the McGill University Executive Institute. Mr. Johnston completed the University of
Oxford Advanced Management and Leadership Program and received an MBA from the John Molson School of Business, an MA in Public
Policy & Public Administration, and a BA in Political Science from Concordia University. Additionally, he holds the ICD.D Designation
from the Institute of Corporate Directors (Canada). Mr. Johnston’s extensive financial and operational experience coupled
with his corporate governance and regulated utility experience led the board to conclude that he should continue to serve as a
director.
Joseph P. Mirabito has been a director since
November 2010. He was president of Mirabito Fuel Group from 1986 to 1998. He has also served as president of Granite Capital Holdings,
Inc. from 1998 to 2009. He is currently chairman and chief executive officer of Mirabito Holdings, Inc. and Mirabito Regulated
Industries, LLC. He serves as a director on several professional and civic boards in the central New York region. He and William
Mirabito are cousins. Mr. Mirabito’s business and corporate management experience in the energy delivery businesses where
he serves as the president and chief executive officer, his knowledge of the local communities in Central New York served by those
businesses, and commitment to the growth of our business as a significant shareholder, as well as his prior experience in advising
and serving on the board and committees of Wilber Bank led the board of directors to conclude that Mr. Mirabito has the skills,
connections, and experience desired for continued service on the board.
William Mirabito has served as a director since
November 2010. He was president of Mang Insurance Agency from 2008 to 2015 and has served as vice chairman and treasurer of Mirabito
Holdings, Inc. and Mirabito Regulated Industries, LLC since 2014. He is also the chairperson of the audit committee for Mirabito
Holdings. He previously served on the board and finance committee of Fox Hospital in Oneonta, New York. He is also a board member
of Springbrook, New York, and serves on its executive committee. He and Joseph Mirabito are cousins. Mr. Mirabito’s business
and management experience as president of Mang Insurance Agency and vice chairman and treasurer of Mirabito Holdings and Mirabito
Regulated Industries, his commitment to the growth of our business as a significant shareholder, as well as his experience in advising
and serving on the board and committees of Fox Hospital and Springbrook led the board of directors to conclude that Mr. Mirabito
has the skills and experience desired for continued service on the board.
George J. Welch has served as a director since
May 2007. He is the senior partner in the Welch Law Firm in Corning, New York, concentrating on real estate and business transactions.
He has served as a director of many regional organizations, including a regional economic development organization, and PaneLogic,
Inc., a provider of control system integration services. Mr. Welch serves on the Alfred State College Council, an advisory group
to the president of the college. Mr. Welch’s extensive experience in legal matters and economic development, and as a community
leader led the board to conclude that he should continue to serve as a director.
John B. Williamson III has served as a director
since November 2010. Since 2004, Mr. Williamson has served as chairman of RGC Resources, Inc., a $230 million energy distribution
and services holding company, and as director, president, and chief executive officer from 1999 to 2013. He currently serves as
a director of Bank of Botetourt, Optical Cable Corporation, and Lawrence Transportation Company, an ESOP. He previously served
as a director on the board of Luna Innovations Corporation. Mr. Williamson received an MBA from the College of William and Mary,
and a BS from Virginia Commonwealth University. Mr. Williamson’s experience as the chairman, president, and chief executive
officer of an energy distribution and services company, as well as his experience in advising and serving on the board and committees
of other corporations has resulted in his broad understanding of the operational, financial, and strategic issues that businesses
and utilities face. This led the board to conclude that he should continue to serve as a director.
Executive Officers. The names, ages, positions
and certain other information concerning the current executive officers and significant employees of the Holding Company, Pike
and the Gas Company are set forth below.
Name
|
Age
|
Position
|
Michael I. German*
|
70
|
Chief Executive Officer, President and Director
|
Charles Lenns
|
67
|
Chief Financial Officer and Treasurer
|
Matthew J. Cook
|
59
|
Vice President - Operations
|
Russell S. Miller
|
57
|
Vice President - Gas Supply and Marketing
|
* Biographical information for Mr. German can be found under “Board
of Directors.”
Charles A. Lenns joined the Company on July 1, 2020 as vice
president, chief financial officer and treasurer. Mr. Lenns began his professional career with Ernst & Young, LLP, and became
a partner with the firm in 1989, primarily serving clients in the power and utilities industry group. He later became a Transaction
Advisory Services tax partner, advising power and utility industry clients on the tax consequences of business combination transactions.
In 2012, Mr. Lenns retired from EY, and became the Vice President-Tax at Consolidated Edison Corporation in New York City, where
he was responsible for the financial accounting for income taxes, and all other tax affairs of the company. Mr. Lenns retired
from Consolidated Edison in 2018, and formed his own business and tax consulting firm. He is an adjunct instructor at the University
of Scranton, in Scranton, Pennsylvania, where he also serves on the University’s Business Advisory Council. He serves as
a director of Brayman Corporation, a closely held construction company. Mr. Lenns also serves as a director on the boards of Leatherstocking
Gas and Pike.
Matthew J. Cook joined Corning Gas in February 2008 as vice
president – operations. Mr. Cook has 33 years of natural gas utility experience. In addition to the Operations
department, Mr. Cook manages the Customer Service Department and Facilities. From 2000 until joining Corning Gas, Mr. Cook was
employed by Mulcare Pipeline Solutions, a supplier of products and services to the natural gas industry, in various positions including
sales manager and technical specialist. Previously, Mr. Cook served as operations engineer and gas engineer for New York State
Electric and Gas. Mr. Cook also serves as a director on the boards of Leatherstocking Gas and Pike. He is not related to our director,
Henry B. Cook, Jr.
Russell S. Miller rejoined Corning Gas as director of gas
supply and marketing in June 2008 and was appointed as vice president – gas supply and marketing, in December 2009. From
1987 through 2004 he was employed by us in various positions including vice president – operations, gas supply manager and
mapping technician. From 2006 until rejoining Corning Gas, he was employed by IBM, as energy distribution manager where he managed
a team of energy buyers. From 2004 through 2006, he was employed as an industrial account manager for Sprague Energy Corp.
located in Portsmouth, New Hampshire. Mr. Miller also serves as a director on the boards of Leatherstocking Gas and Pike.
Executive officers are generally chosen or elected to their positions
annually and hold office until the earlier of their removal or resignation or until their successors are chosen and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance. Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more
than 10% of our common stock, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership
and reports of changes in ownership of our common stock. Our officers, directors and greater than 10% shareholders are required
by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on review of copies of reports furnished
to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met
in the last fiscal year.
Code of Business Conduct and Ethics. The Holding
Company has adopted the Company’s Code of Business Conduct and Ethics that applies to all employees, including our chief
executive officer and our chief financial officer, who also serves as our principal accounting officer. This code is
available on our website at www.corninggas.com. Any amendments or waivers to the code that apply to our chief
executive officer or chief financial officer will be promptly disclosed to our shareholders by posting that information on our
website.
Audit Committee Report. The Holding Company has
a separately designated standing audit committee. In accordance with its written charter that was approved and adopted by our board,
our audit committee assists the board in fulfilling its responsibility of overseeing the quality and integrity of our accounting,
auditing and financial reporting practices. A copy of the audit committee charter is available on our website at www.corninggas.com. The
audit committee is directly responsible for the appointment of our independent public accounting firm and is charged with reviewing
and approving all services performed for us by the independent accounting firm and for reviewing the accounting firm’s fees. The
audit committee reviews the independent accounting firm’s internal quality control procedures, reviews all relationships
between the independent accounting firm and the Holding Company and its subsidiaries in order to assess the accounting firm’s
independence, and monitors compliance with our policy regarding non-audit services, if any, rendered by the independent accounting
firm. In addition, the audit committee ensures the regular rotation of the lead audit partner and concurring partner. The
audit committee reviews management’s programs to monitor compliance with our policies on business ethics and risk management.
The audit committee is currently comprised of Mr. George Welch,
the committee’s chairman, Mr. Henry Cook, Mr. William Mirabito and Mr. John Williamson III. Mr. Mirabito is an officer,
director and shareholder of a company that has entered into a joint venture with Corning. The committee met four times in the last
fiscal year. Mr. Williamson, Mr. Cook and Mr. Mirabito are “independent directors” as defined in the New
York Stock Exchange listing standards. In addition, each member of the audit committee is able to
read and understand
financial statements, including balance sheets, income statements and cash flow statements. The board has determined that Mr. Williamson
meets the qualifications for designation as a financial expert as defined in SEC rules through his experience as the chief executive
officer of RGC Resources, Inc., a publicly held company. The audit committee reviews and reassesses its charter as needed
from time to time and will obtain the approval of the board for any proposed changes to its charter.
The audit committee oversees management’s implementation of
internal controls and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements
and to ensure that we are able to timely record, process and report the information required for public disclosure. In
fulfilling its oversight responsibilities, the audit committee reviewed and discussed the financial statements with management
and Freed Maxick CPA’s, P.C. (“Freed Maxick”), our independent accounting firm. The audit committee reviewed
and discussed the audited financial statements of the Company for the years ended September 30, 2020 and September 30, 2019, with
Freed Maxick. The audit committee also discussed with Freed Maxick, the matters required by AU Section 380, “Communication
with Audit Committees” (Statement on Auditing Standards No. 61, as amended). The audit committee reviewed with
Freed Maxick, which is responsible for expressing an opinion on the conformity of our audited financial statements with accounting
principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of our accounting
principles and other matters as are required to be discussed with the audit committee pursuant to generally accepted auditing standards.
In discharging its oversight responsibility as to the audit process,
the audit committee obtained from our independent accounting firm a formal written statement describing all relationships between
the independent accounting firm and us that might bear on the accounting firm’s independence consistent with the requirements
of the Public Company Accounting Oversight Board and discussed with the accounting firm any relationships that may impact its objectivity
and independence. In considering the accounting firm’s independence, the audit committee also considered whether
the non-audit services performed by the accounting firms on our behalf were compatible with maintaining the independence of the
accounting firm.
In reliance upon (1) the audit committee’s reviews and discussions
with management and Freed Maxick, (2) management’s assessment of the effectiveness of our internal control over financial
reporting, and (3) the receipt of an opinion from Freed Maxick dated December 21, 2020, stating that the Holding Company’s
financial statements for the fiscal year ended September 30, 2020 are presented fairly, in all material respects, in conformity
with U.S. generally accepted accounting principles, the audit committee recommended to our board that these audited financial statements
be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, for filing with the SEC.
Audit Committee
GEORGE WELCH, CHAIRMAN
HENRY COOK, JR.
WILLIAM MIRABITO
JOHN WILLIAMSON III
ITEM 11. Executive Compensation
Nominating/Compensation Committee. Our nominating/compensation
committee is comprised of Mr. Joseph Mirabito, the committee’s chairman, Mr. Ted Gibson, Mr. Henry Cook, Mr. Rob Johnston
and Mr. Williamson III. The committee met twice last fiscal year to recommend salaries and report those recommendations to the
full board for approval.
Nominating/Compensation Committee Interlocks and Insider Participation.
No officers or employees of the Holding Company served on the nominating/compensation committee. Mr. German meets with the compensation
committee at their request and makes recommendations with respect to the compensation of other officers. Mr. Mirabito is an officer,
director and shareholder of a company that has entered into a joint venture with the Holding Company. There are no interlocks between
our compensation committee and officers and those of any other company.
Summary Compensation Table. The following table
summarizes the compensation paid by the Gas Company and by Pike, our wholly-owned subsidiaries, to the following individuals who
are officers of each company: the chief executive officer, chief financial officer, and our most highly compensated executive officers.
Mr. Lenns was appointed chief financial officer on July 1, 2020 and Ms. Sarhangi retired on July 6, 2020.
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
Deferred
|
Stock
|
Option
|
All Other
|
|
Name and
|
|
Salary
|
Bonus
|
Compensation
|
Awards
|
Awards
|
Compensation
|
Total
|
Principal Position
|
Year
|
($)
|
($)
|
Earnings ($)
|
($)2
|
($)3
|
($)(1)
|
($)
|
|
|
|
|
|
|
|
|
|
Michael German, President
|
2020
|
186,293
|
—
|
45,357
|
—
|
—
|
6,315
|
237,965
|
and Chief Executive Officer
|
2019
|
181,812
|
—
|
39,520
|
—
|
—
|
5,446
|
226,778
|
Fi Sarhangi, Chief Financial Officer
|
2020
|
136,923
|
15,500
|
66,792
|
—
|
—
|
4,127
|
223,342
|
and Treasurer
|
2019
|
149,807
|
8,460
|
70,661
|
9,500
|
—
|
3,886
|
242,314
|
Charles Lenns, Chief Financial
|
2020
|
37,019
|
—
|
—
|
74,250
|
19,505
|
19,557
|
150,331
|
Officer and Treasurer
|
2019
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Matthew Cook, Vice President – Operations
|
2020
|
158,788
|
15,900
|
50,544
|
—
|
—
|
4,763
|
229,995
|
|
2019
|
153,308
|
4,420
|
44,113
|
9,500
|
—
|
4,453
|
215,794
|
Russell Miller, Vice President – Gas Supply and Marketing
|
2020
|
149,790
|
10,875
|
62,350
|
—
|
—
|
4,127
|
227,142
|
|
2019
|
144,308
|
5,635
|
59,286
|
9,500
|
—
|
3,998
|
222,727
|
|
(1)
|
The amounts reported include 401(k) matching contributions by the Company in fiscal 2020 of $5,607 for Mr. German, $4,763 for
Mr. Cook and $4,127 for Mr. Miller and in fiscal 2019 of $5,446 for Mr. German, $3,886 for Ms. Sarhangi, $4,453 for Mr. Cook and
$3,998 for Mr. Miller. The amount reported for Mr. Lenns includes $6,000 for a housing allowance provided to Mr. Lenns from July
to December 2020 and $13,557 paid to Lenns Consulting Group for June 2020 before he became our chief financial officer.
|
|
(2)
|
The amounts reported include stock grants in fiscal 2019 valued at $9,500 for each of Ms. Sarhangi, Mr. Cook, Mr. Miller, and
Mr. Grandinali, and in fiscal 2020 to Mr. Lenns valued at $74,250.
|
|
(3)
|
The amount includes stock options to acquire 10,000 common shares in fiscal 2020 for Mr. Lenns valued at $19,505.
|
Employment Agreements.
Pursuant to his employment agreement dated November 30, 2006, Mr.
German continues to serve as president and chief executive officer of Corning Gas for 2020 under the automatic renewal provisions
of his contract. The employment agreement provides for termination payments to Mr. German as follows:
|
·
|
If Mr. German terminates his employment for Good Reason (as defined in the employment agreement – generally a decrease
in title, position or responsibilities, a decrease in salary or bonus or a reduction in benefits), then he will receive compensation
and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary.
|
|
·
|
If Mr. German’s employment is terminated without cause (as defined in the employment agreement), then he will receive
compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual
salary.
|
|
·
|
If Mr. German’s employment is terminated for a Change in Control (as defined in the employment agreement), then he will
receive compensation and benefits until the effective date of his termination, plus a severance package equal to three times his
then current annual salary.
|
The employment agreement also contains standard
confidentiality, non-competition and non-solicitation provisions for a period including Mr. German’s employment
and the twelve months immediately following the date of the termination of his employment. On April 17, 2012, Corning Gas
entered into Change of Control Agreements with all executive officers other than Mr. German. None of our other executive
officers have employment agreements.
Change of Control Agreements.
On April 17, 2017, we entered into Change of Control Agreements
with Mr. Cook and Mr. Miller. On August 31, 2020, we entered into a Change of Control Agreement with Mr. Lenns. The Cook and Miller
agreements terminate on the first to occur of: (i) termination of the executive’s employment with the Company prior to a
Change of Control (as defined in the agreements); (ii) one year from the date of a Change of Control; or (iii) May 1, 2022, but
only if no Change of Control has occurred as of such date. The Lenns agreement is identical to the Cook and Miller agreements,
except its termination date is October 1, 2025.
Under each agreement, upon termination of the executive’s
employment with the Company within 12 months following a Change of Control, unless such termination is because of the executive’s
death, or by the Company for Cause or Disability (each as defined in the agreements) or by the executive other than for Good Reason
(as defined in the agreements), we will be required to pay to the executive the following: (i) the executive’s full salary
through the date of termination and all other unpaid amounts to which the executive is entitled as of the date of termination under
any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the executive’s
separation of service from the Company); and (ii) an amount equal to 1.0 multiplied by the executive’s annualized includable
compensation for the base period (within the meaning of Section 280G of the Internal Revenue Code), subject to reduction if such
payment is or will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, which payment must be made
in a lump sum within 90 days after the executive’s separation from service.
The executives are not required to mitigate the amount of any payment
under the Change of Control Agreements by seeking employment or otherwise. We also agreed to pay to each of the executives all
legal fees and related expenses incurred by the executive in connection with enforcing the agreement, whether or not the executive
prevails.
Executive Employee Incentive Program.
Each year, the Board of Directors approves the performance goals
and terms of an Executive Employee Incentive Program. The program is designed to (a) attract and retain high caliber executives
who can optimize the Holding Company’s and the Gas Company’s performance, and (b) reward our executive officers for
the achievement of annual corporate and operational goals. Performance bonuses, if earned, are paid in cash during the first calendar
quarter of the calendar year following the calendar year for which performance was measured and are based upon the Board of Directors’
determination of the percentage of the goals that were met. Eligible employees include each of our named executive officers who
are officers on the date of payment of the Awards other than Mr. German. Awards under the program are at the discretion of the
Board of Directors and may be modified or discontinued at any time.
Benefit Plans.
We provide competitive welfare and retirement benefits to our executive
officers as an important element of their compensation packages. Our executives receive medical and dental coverage,
life insurance, disability coverage and other benefits on the same basis as our other employees. Our executives are also eligible
to participate in our employee savings and pension plans.
Corning Natural Gas Corporation Employees Savings Plan. All
employees of Corning Gas who work for more than 1,000 hours per year and who have completed one year of service may enroll in the
savings plan at the beginning of each calendar quarter. Under the savings plan, participants may contribute up to 50% of their
wages. Corning Gas matches one-half of the participant’s contributions up to a total of 3% of the participant’s wages. Matching
contributions vest in the participants’ accounts at a rate of 20% per year and become fully vested after five years. All
participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated
under the savings plan occurs upon the termination of employment or death of the participant. The savings plan also
contains loan and hardship withdrawal provisions.
Pension Plan. We maintain a defined benefit pension
plan, the Retirement Plan for Salaried and Non-Union Employees of Corning Gas that covers substantially all our employees. We
make annual contributions to the plan equal to amounts determined in accordance with the funding requirements of the Employee Retirement
Security Act of 1974. The benefit payable under the pension plan is calculated based upon the employee’s average
salary for the four years immediately preceding his retirement. As defined in the plan, the normal retirement age is
62. The compensation covered by the pension plan includes only base salary, identified in the summary compensation table as “salary.”
Outstanding Equity Awards at Fiscal Year End.
In fiscal 2020, we issued restricted shares and options to our new
chief financial officer, Charles Lenns. The following table summarizes Mr. Lenns’ grants at September 30, 2020. There were
no other outstanding equity grants at year-end.
Name
|
Option awards
|
Stock awards
|
Shares
underlying
unexercised
options
exercisable
|
Shares
underlying
unexercised
options
unexercisable
|
Option
exercise
price
|
Option
expiration
date
|
Number of
shares of stock
that have not
vested
|
Market value of shares
of stock that have not
vested
|
Charles Lenns,
Chief Financial Officer and Treasurer
|
10,000
|
—
|
$16.50
|
08/31/2030
|
4,500
|
$74,250
|
Director Compensation. For fiscal year 2020, the Holding
Company paid its directors with restricted stock grants of 450 shares per quarter. The shares awarded become unrestricted upon
a director leaving the board. Directors who also serve as officers are not compensated for their service as directors.
On February 24, 2020, shares were issued for the quarter ended December 31, 2019, on June 15, 2020, shares were issued for the
quarter ended March 31, 2020, on August 14, 2020, shares were issued for the quarter ended June 30, 2020, and on November 17, 2020,
shares were issued for the quarter ended September 30, 2020. Information regarding shares of restricted stock awarded to directors
in the fiscal year ended September 30, 2020, is summarized below, at the amount recognized for financial statement reporting purposes
in accordance with FASB ASC 718.
Name
|
|
Fees Earned or
|
|
Stock Awards
|
|
All Other
|
|
Total
|
|
|
Paid in Cash
|
|
|
|
Compensation
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
Henry B. Cook, Jr.
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
Ted W. Gibson
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
Robert B. Johnston
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
Joseph P. Mirabito
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
William Mirabito
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
George J. Welch
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
John B. Williamson III
|
|
—
|
|
23,863
|
|
—
|
|
23,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2020, each director had 450 shares of stock
award outstanding, which were issued on November 13, 2020. On January 12, 2021, the Holding Company discontinued the issuance of
stock compensation for its directors in connection with the Holding Company’s entry into an agreement and plan of merger
with companies affiliated with Argo Infrastructure Partners LP. In 2021, the Holding Company intends to compensate its directors
with deferred cash payments equal in value to 450 shares a quarter.
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
Security Ownership of Principal Shareholders and Management. As
of January 20, 2021, there were 3,083,577 shares of common stock outstanding, 260,600 shares of 6% Series A Cumulative Preferred
Stock, 244,263 shares of Series B Convertible Preferred Stock and 180,000 shares of 6% Series C Cumulative Preferred Stock. Each
share of the Series B Convertible Preferred Stock is convertible into 1.2 shares of common stock at the option of the holder. The
following table sets forth, as of January 20, 2021 information regarding the beneficial ownership of our stock by each shareholder
known by us to be the beneficial owner of more than 5% of our stock, each director, each executive officer, and all our directors
and executive officers as a group.
|
|
|
6% Series A Cumulative
|
Series B Convertible
|
6% Series C Cumulative
|
|
Common Stock
|
Preferred Stock
|
Preferred Stock
|
Preferred Stock
|
Names and Address(1)(2)
|
Shares
|
Percentage
|
Shares
|
Percentage
|
Shares
|
Percentage
|
Shares
|
Percentage
|
|
|
|
|
|
|
|
|
|
The Gabelli Group(3)
|
527,745
|
17.11%
|
—
|
|
73,298
|
30.01%
|
16,200
|
9.00%
|
One Corporate Center
|
|
|
|
|
|
|
|
|
Rye, NY 10580
|
|
|
|
|
|
|
|
|
Michael I. German(4)
|
570,675
|
18.51%
|
5,129
|
2.44%
|
57,936
|
23.72%
|
|
|
The Article 6 Marital Trust(5)
|
347,341
|
11.26%
|
26,736
|
12.70%
|
—
|
|
30,000
|
16.67%
|
under The First Amended and
|
|
|
|
|
|
|
|
|
Restated Jerry Zucker Revocable Trust
|
|
|
|
|
|
|
|
|
4838 Jenkins Avenue
|
|
|
|
|
|
|
|
|
North Charleston, SC 29405
|
|
|
|
|
|
|
|
|
Ted W. Gibson(6)
|
157,489
|
5.11%
|
43,047
|
20.44%
|
—
|
|
51,000
|
28.00%
|
Henry B. Cook, Jr.(7)
|
41,595
|
1.35%
|
—
|
|
|
|
|
|
Charles
Lenns(8)
|
14,500
|
*
|
|
|
|
|
|
|
George J. Welch(9)
|
27,708
|
*
|
10,600
|
5.03%
|
912
|
*
|
|
|
Joseph P. Mirabito(10)
|
66,528
|
2.16%
|
10,900
|
5.18%
|
102
|
*
|
|
|
William Mirabito(11)
|
75,689
|
2.45%
|
17,868
|
5.57%
|
1,039
|
*
|
4,000
|
2.22%
|
John B. Williamson III(12)
|
21,964
|
*
|
1,052
|
0.50%
|
1416
|
*
|
|
|
Russell Miller(13)
|
2,016
|
*
|
—
|
|
—
|
|
|
|
Matthew Cook(14)
|
2,169
|
*
|
—
|
|
—
|
|
|
|
Robert B. Johnston(15)
|
18,980
|
*
|
15,000
|
7.12%
|
—
|
|
10,000
|
5.56%
|
All directors, director nominees
|
|
|
|
|
|
|
|
|
and executive officers as a group
|
|
|
|
|
|
|
|
|
(11 individuals)
|
999,313
|
32.3%
|
103,596
|
39.75%
|
61,405
|
25.14%
|
65,000
|
36.11%
|
* Less than 1%
(1)
|
Unless otherwise indicated, we believe that all persons named in the table have sole investment and voting power over the shares of common stock owned.
|
(2)
|
Unless otherwise indicated, the address of each beneficial owner is c/o Corning Natural Gas Holding Corporation, 330 West William Street, Corning, New York 14830.
|
|
|
(3)
|
Includes 513,086 shares of common stock held by Gabelli Funds, LLC, which includes 73,298 shares of Series B Convertible Preferred Stock and 105,664 shares of common stock held by Teton Advisors, Inc. which includes 15,095 shares of Series B Convertible Preferred Stock. The Series C Cumulative Preferred Stockis held by the Gabelli Foundation. Each of Gabelli Funds, Teton Advisors and Gabelli Foundation has sole voting and dispositive power over the shares of stock held by it. Based solely on information in Amendment No. 17 to Schedule 13D filed with the SEC on June 28, 2016.
|
(4)
|
Includes 57, 936 shares of Series B Convertible Preferred Stock, 9,382 shares of common stock owned by Mr. German’s son of which Mr. German disclaims beneficial ownership and 50,023 shares of common stock acquired through the Holding Company’s Dividend Reinvestment Program.
|
|
|
(5)
|
Based solely on information in Amendment No. 2 to Schedule 13D filed with the SEC on April 23, 2014 adjusted for the 20% stock dividend paid to holders of the common stock on May 30, 2017.
|
(6)
|
Includes 48,837 shares of restricted stock. The Series C Cumulative Preferred Stock includes 8,000 shares held by the Gibson Family Trust.
|
(7)
|
Common stock shares include 21,450 shares of restricted stock and 2,762 shares of common stock acquired through the Holding Company’s Dividend Reinvestment Program.
|
(8)
|
Common stock shares include 4,500 shares of restricted stock and options to acquire 10,000 shares of common stock that are currently exercisable.
|
(9)
|
Common stock shares include 21,450 shares of restricted stock, 912 shares of Series B Convertible Preferred Stock and 4,791 shares of common stock acquired through the Holding Company’s Dividend Reinvestment Program.
|
(10)
|
Common stock shares include 17,696 shares of restricted stock, 102 shares of Series B Convertible Preferred Stock and 1,299 shares held by Mr. Mirabito’s wife. Mr. Mirabito disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein.
|
(11)
|
Common stock shares include 17,696 shares of restricted stock, 1,039
shares of Series B Convertible Preferred Stock and 1,775 shares of common stock acquired through the Holding Company’s Dividend
Reinvestment Program.
|
(12)
|
Common stock shares include 17,696 shares of restricted stock, 1,416
shares of Series B Convertible Preferred Stock and 1,687 shares owned jointly with his spouse.
|
(13)
|
Includes 79 shares owned by Mr. Miller’s wife, 142 shares held jointly with his wife and 274 shares of common stock acquired through the Holding Company’s Dividend Reinvestment Program. Mr. Miller disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein.
|
|
|
(14)
|
Includes 720 shares of common stock acquired through the Holding Company’s Dividend Reinvestment Program.
|
|
|
(15)
|
Includes 16,650 shares of restricted stock.
|
Voting Agreement
On January 12, 2021, the Holding Company entered into an agreement
and plan of merger with companies affiliated with Argo Infrastructure Partners LP. Pursuant to the merger agreement, Argo would
acquire all of the outstanding common stock of the Holding Company. In connection with the merger agreement, the Holding Company’s
directors entered into a voting agreement pursuant to which each director agreed to vote in favor of the merger and the approval
of the merger agreement as a shareholder of the company, subject to the limitations set forth in the voting agreement. The obligations
under the voting agreement will terminate if, among other reasons, the merger agreement is terminated in accordance with its terms.
Equity Compensation Plan Information At the annual meeting
held on April 24, 2018, our shareholders approved the Holding Company’s 2018 Long-Term Incentive Plan, which replaced the
2007 plan. The 2018 plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock, and dividend equivalent units to officers, employees, and directors of the Holding Company and its subsidiaries.
There are a total of 350,000 shares authorized for grant under the 2018 plan. At September 30, 2020, there were 307,350 shares
available under the plan.
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
securities
|
|
|
|
|
|
|
remaining available
|
|
|
Number of
|
|
|
|
for future issuance
|
|
|
securities
|
|
|
|
under equity
|
|
|
to be issued upon
|
|
Weighted-average
|
|
compensation plans
|
|
|
exercise of
|
|
exercise price of
|
|
(excluding securities
|
|
|
outstanding options
|
|
outstanding options
|
|
reflected in the
|
Plan category
|
|
|
|
|
|
first column)
|
|
|
|
|
|
|
|
Equity compensation plans approved
|
|
10,000
|
|
16.50
|
|
307,350
|
by security holders
|
|
|
|
|
|
|
Equity compensation plans not approved
|
|
—
|
|
—
|
|
—
|
by security holders
|
|
|
|
|
|
|
Total
|
|
10,000
|
|
16.50
|
|
307,350
|
ITEM 13. Certain Relationships and Related Transactions
and Director Independence
Certain Relationships and Related Transactions. On July 1,
2020, the Holding Company completed the acquisition of the 50% interests in Leatherstocking Gas and Leatherstocking Pipeline held
by Mirabito Regulated Industries, LLC. Immediately before the acquisition, Leatherstocking Gas distributed to its members franchises,
engineering and gas pipeline assets located in New York having a book value of $532,000. These assets were then contributed to
the equity of the newly-formed Leatherstocking Gas Company of New York, Inc. (“Leatherstocking New York”). The Holding
Company and Mirabito Regulated Industries each own 50% of
Leatherstocking New York. Mr. Joseph P. Mirabito and Mr. William Mirabito
are officers, directors and are 20% and 21% shareholders, respectively, of Mirabito Holdings, Incorporated, a sister company of
Mirabito Regulated Industries. Together they hold approximately 4% of the Holding Company’s outstanding common stock and
are also directors of the Holding Company, Corning Gas, Corning Appliance, Leatherstocking Gas and Leatherstocking Pipeline.. The
Company paid $114,650 to US Bank Voyager Fleet System for purchase of gas for our service vehicles. Mirabito Energy Products is
a Voyager Network Partner and is the dba of Mirabito Holdings, Inc. Joseph P. Mirabito is currently president and chief executive
officer of Mirabito Holdings, Inc. William Mirabito is currently the senior vice president of Mirabito Holdings, Inc. For coverage
of emergency services in the Town of Virgil, the Company also paid Mirabito Energy, Vestal, $8,910.
Effective March 27, 2020, the Holding Company issued 180,000 shares
of its newly-authorized 6% Series C Cumulative Preferred Stock to 12 investors for $25.00 a share, or $4,500,000 in the aggregate.
The purchasers included members of our board of directors Ted Gibson (51,000 shares), Robert Johnston (10,000 shares) and William
Mirabito (4,000 shares), as well as significant shareholder The Article 6 Marital Trust under The First Amended and Restated Jerry
Zucker Revocable Trust (30,000 shares). The Holding Company used the funds raised for general working capital and to finance a
portion of the acquisition of the 50% of Leatherstocking Gas and Leatherstocking Pipeline held by Mirabito Regulated Industries.
The Company paid a total of $12,109 to the law firm of Welch and
Zink, Mr. Welch, managing partner, for legal services performed during the fiscal year ended September 30, 2020.
The Company paid $2,861 to Cook Brothers Truck Parts for the fiscal
year ended September 30, 2020. Mr. Henry Cook is the majority owner of Cook Brothers Truck Parts.
Director Independence. The board of directors
has determined and confirmed that each of Mr. Cook, Mr. Gibson, Mr. Johnston, Mr. Joseph Mirabito, Mr. William Mirabito, Mr. George
Welch and Mr. Williamson do not have a material relationship with Corning Gas or Holding Company that would interfere with the
exercise of independent judgment and are independent as defined by the applicable laws and regulations and the listing standards
of the New York Stock Exchange.
ITEM 14. Principal Accounting Fees and Services
The following is a summary of the aggregate fees for the fiscal
years ended September 30, 2020 and 2019, by our independent registered public accounting firm, Freed Maxick CPA’s, P.C. (“Freed
Maxick”).
|
|
2020
|
|
|
2019
|
|
Audit Fees
|
|
$
|
171,000
|
|
|
$
|
181,000
|
|
Audit-related Fees
|
|
$
|
10,000
|
|
|
$
|
9,700
|
|
Tax Fees
|
|
$
|
32,400
|
|
|
$
|
34,500
|
|
All Other Fees
|
|
$
|
11,400
|
|
|
$
|
|
|
Total
|
|
$
|
224,800
|
|
|
$
|
218,200
|
|
Audit Fees. These are fees for professional services for
the audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports
on Form 10-Q, and services that are typically rendered in connection with statutory and regulatory filings or engagements.
Audit-related Fees. These are fees related to the Employee
Benefit Plan audit.
Tax Fees. These are fees for professional services rendered
with respect to tax compliance, tax advice and tax planning. These services include the review of tax returns and consulting
on tax planning matters.
All Other Fees. These are fees related to the due diligence
process of our merger agreement..
The audit committee authorized the payment by us of the fees billed
to us by Freed Maxick in fiscal 2020 and 2019. The decision to engage Freed Maxick was approved by the audit committee. The
audit committee has considered whether the provision of non-audit services is compatible with maintaining independence. All audit
and non-audit services are required to be pre-approved by the audit committee in accordance with its charter. In fiscal 2020 and
2019, Freed Maxick had no direct or indirect financial interest in Corning in the capacity of promoter, underwriter, voting director,
officer or employee.
ITEM 15. Exhibits and Financial Statements Schedules
|
|
Exhibit
No.
|
Description
|
|
3.1
|
The Holding Company’s Certificate of Incorporation, (included as Exhibit B to the Proxy Statement/Prospectus forming portion of the Form S-4)
|
|
3.2
|
Second Amended and Restated By-laws of Corning Natural Gas Holding Corporation, effective February 6, 2018 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K dated February 6, 2018)
|
|
3.7
|
Certificate of Amendment to the Certificate of Incorporation with respect to the number of shares of common stock and preferred stock filed with the Department of State of the State of New York on May 1, 2018 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated May 1, 2018)
|
|
3.8
|
Certificate of Amendment of the Certificate of Incorporation of Corning Natural Gas Holding Corporation authorizing 261,500 Shares of 6% Series A Cumulative Preferred Stock Filed with the Department of State of the State of New York on June 29, 2020 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated June 29, 2020)
|
|
4.4*
|
Corning Natural Gas Holding Corporation 2018 Employee Long-Term Incentive Plan (incorporated by reference to Appendix 1 of the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2018)
|
|
10.1*
|
Employment Agreement dated November 30, 2006 between Michael German and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 30, 2006)
|
|
10.2*
|
Amended and Restated Severance Agreement effective August 18, 2006 between the Company and Kenneth J. Robinson (incorporated by reference to Exhibit 10.18 of the Company’s Current Report on Form 8-K dated August 14, 2006)
|
|
10.3*
|
First Amendment to Employment Agreement between Michael I. German and the Company dated December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 10-Q dated August 12, 2009)
|
|
10. 4
|
Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 10-Q dated August 12, 2009)
|
|
10.14*
|
Settlement and Release Agreement between the Company and Thomas K. Barry dated December 30, 2011 (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012)
|
|
10.16
|
Operating Agreement of the Leatherstocking Gas Company, LLC (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012)
|
|
10.21*
|
Form of Restricted Stock Agreement – Officers under the Corning Natural Gas Corporation’s Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 11, 2012)
|
|
10.22*
|
Form of Restricted Stock Agreement - Non-employee Directors under the Corning Natural Gas Corporation’s Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated December 11, 2012)
|
|
10.32
|
Stock Purchase Agreement between the Holding Company and Article 6 Marital Trust under the First Amended and Restated Jerry Zucker Revocable Trust Dated April 2, 2007, dated April 7, 2014
|
|
10.33
|
Stock Purchase Agreement between the Holding Company and the Retirement Plan for the L.S. Starret Company with QCI Management, Inc., as Registered Investment Advisor dated April 14, 2014
|
|
10.34
|
Stock Purchase Agreement between the Holding Company and DBH, LLC with QCI Asset Management, Inc., as Registered Investment Advisor dated April 14, 2014
|
|
10.35
|
Stock Purchase Agreement between the Holding Company and Cold Spring Construction Profit Sharing Plan with QCI Asset Management, Inc., as Registered Investment Advisor dated April 14, 2014
|
|
10.37
|
Stock Purchase Agreement between the Holding Company and Timothy E. Delaney with QCI Asset Management, Inc., as Registered Investment Advisor dated April 14, 2014
|
|
10.38
|
Stock Purchase Agreement between the Holding Company and Robert B. Johnston dated April 16, 2014
|
|
10.48
|
Pledge
and Security Agreement between Corning Natural Gas Holding Corporation and Mirabito Regulated Industries, LLC with Wayne Bank
dated January 31, 2019 (incorporated by reference to Exhibit 10.6 on Form 8-K dated September 4, 2014)
|
|
10.49
|
Pledge
and Security Agreement between Corning Natural Gas Holding Corporation and Mirabito Regulated Industries, LLC with Wayne
dated January 31, 2019 (incorporated by reference to Exhibit 10.7 on Form 8-K dated September 4, 2014)
|
|
10.72
|
Loan Agreement between Leatherstocking Gas (Borrower) and Leatherstocking Pipeline (Guarantor) and Five Star Bank, dated July 11, 2016 (incorporated by reference to Exhibit 10.2 of the June 2016 10-Q)
|
|
10.73
|
General Security Agreement between Leatherstocking Gas and Five Star Bank dated July 11, 2016 (incorporated by reference to Exhibit 10.3 of the June 2016 10-Q)
|
|
10.74
|
General Security Agreement between Leatherstocking Pipeline and Five Star Bank dated July 11, 2016 (incorporated by reference to Exhibit 10.4 of the June 2016 10-Q)
|
|
10.79
|
Continuing Guaranty, dated August 31, 2016, from Corning Natural Gas Holding Corporation to M&T Bank with respect to the obligations of Pike County Light & Power Company to M&T Bank (incorporated by reference to Exhibit 10.5 on the September 2016 8-K)
|
|
10.87
|
Credit Agreement, dated August 31, 2020, between Corning Natural Gas Company and M&T Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated August 31, 2020)
|
|
10.88
|
Multiple Disbursement Term Note, dated August 15, 2018, from Corning Natural Gas Corporation to M&T Bank in the maximum principal amount of $3,600,000 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated August 31, 2020)
|
|
10.89
|
General Security Agreement, dated August 31, 2020, from Corning Natural Gas Corporation to M&T Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated August 31, 2020)
|
|
10.90
|
Replacement Credit Agreement, dated June 27, 2019, between Pike Light & Power Company and M&T Bank (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated May 23, 2018)
|
|
10.91
|
Replacement Term Note, dated May 23, 2018, from Pike Light & Power Company to M&T Bank in the initial principal amount of $11,200,000 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated May 23, 2018)
|
|
10.92
|
Continuing Guaranty, dated June 27, 2019, between Pike Light & Power Company and M&T Bank (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated May 23, 2018)
|
|
10.93
|
General Security Agreement, dated June 27, 2019, between Pike Light & Power Company and M&T Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated May 23, 2018)
|
|
10.94
|
Multiple Disbursement Term Note, dated June 27, 2019, from Corning Natural Gas Corporation to M&T Bank in the maximum principal amount of $3,127,000, with Prepayment Premium Rider. (incorporated by reference to Exhibit 10.1 on the December, 31 2019 10-Q)
|
|
10.95
|
Multiple Disbursement Term Note, dated June 27, 2019 from Pike Light & Power Company to M&T Bank in the maximum principal amount of $2,072,000, with Prepayment Premium Rider. (incorporated by reference to Exhibit 10.2 on the December, 31 2019 10-Q)
|
|
10.96
|
Form of Series C Preferred Stock Purchase Agreement dated March 27, 2020 between Corning Natural Gas Holding Corporation and the Series C Preferred Stock Purchasers (incorporated by reference to Exhibit 10.1 on the March, 31 2020 10-Q)
|
|
10.97
|
Term Note under the U.S. Small Business Administration Paycheck Protection Program issued by Corning Natural Gas Holding Corporation on April 17, 2020 to M&T Bank in the principal amount of $970,900 (incorporated by reference to Exhibit 10.2 on the March, 31 2020 10-Q)
|
|
10.98
|
Term Note under the U.S. Small Business Administration Paycheck Protection Program issued by Pike County Light & Power Company on April 22, 2020 to M&T Bank in the principal amount of $137,200 (incorporated by reference to Exhibit 10.3 on the March, 31 2020 10-Q)
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24
|
Power of Attorney
|
|
31.1**
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Michael I. German
|
|
31.2**
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Charles A. Lenns
|
|
32.1***
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
|
|
|
*
|
Indicates management contract or compensatory plan or arrangement
|
|
**
|
Filed herewith
|
|
***
|
Furnished herewith
|