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

 

Filed by the Registrant þ

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

o  Preliminary Proxy Statement

o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ  Definitive Revised Proxy Statement

o  Definitive Additional Materials

o  Soliciting Material Pursuant to 240.14a-12

 

NATIONAL FUEL GAS COMPANY

(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):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL FUEL GAS COMPANY

6363 MAIN STREET

WILLIAMSVILLE, NEW YORK 14221

 

January 30, 2008

 

Dear Stockholders of National Fuel Gas Company:

 

 

National Fuel Gas Company (the “Company”) and New Mountain Vantage GP, L.L.C. and its affiliates, including the California Public Employees’ Retirement System, (“Vantage”) have reached a settlement in the proxy contest pertaining to the election of directors to the National Fuel Gas Company Board of Directors at the Company’s 2008 Annual Meeting of Stockholders (the “Annual Meeting”). The Company and Vantage have determined that they can best serve the Company’s shareholders, employees, retirees and customers by resolving this matter and seeking to work together in a productive manner.

 

 

The settlement agreement, which is described in the accompanying Supplement to the Company’s Proxy Statement, will enable the Board of Directors and management to continue to focus on growing shareholder value and providing superior returns to all of the Company’s shareholders. As part of the settlement, the Company has increased the number of seats on its Board from 10 to 11 and nominated, as a new director, Vantage’s candidate Frederic V. Salerno. Mr. Salerno has been added to the Company’s original slate of the following continuing directors: Robert T. Brady, Rolland E. Kidder and John F. Riordan. All four candidates have been nominated to serve for a term to expire in 2011.

 

 

The Board of Directors and Vantage join in supporting the revised slate of nominees and urge you to elect the four nominees by voting on the enclosed white proxy card. The Company and Vantage request that you NOT vote on any proxy cards previously supplied by the Company or Vantage. If you have already voted on a proxy card previously supplied by the Company or Vantage, we request that you SUBMIT A NEW VOTE USING THE ENCLOSED WHITE PROXY CARD.

 

 

The Supplement describes whether and, where applicable, how your shares will be voted in the event you already voted on a proxy card previously supplied by the Company or Vantage and do not submit a new vote using the enclosed white proxy card.

 

 

Please review the Supplement and vote using the enclosed white proxy card, regardless whether you voted on a card previously supplied by the Company or Vantage.

 

Please also note that the location of the Annual Meeting has changed. The Annual Meeting will now be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024, at 11:00 a.m. local time.

 

Sincerely yours,

 

Philip C. Ackerman

Chairman of the Board of Directors,

and Chief Executive Officer

 

If you have any questions or need assistance in voting your shares of

National Fuel Gas Company’s common stock, please call our proxy solicitor,

Morrow & Co., LLC, at 1-800-252-1959.

NATIONAL FUEL GAS COMPANY
6363 MAIN STREET
WILLIAMSVILLE, NEW YORK 14221

 

SUPPLEMENT
TO
PROXY STATEMENT

 

ANNUAL MEETING OF STOCKHOLDERS
to be held on February 21, 2008
at
The Houstonian Hotel
111 North Post Oak Lane
Houston, Texas 77024

 

This supplement (the “Supplement”) supplements and amends the proxy statement dated January 11, 2008 (the “Proxy Statement”) of National Fuel Gas Company (the “Company”) furnished to holders of the Company’s common stock (the “Common Stock”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on February 21, 2008, or any adjournment or postponement thereof. The Annual Meeting will be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024, at 11:00 a.m. local time (please note change in location from that indicated in the Proxy Statement). The record date for the determination of the holders of Common Stock who are entitled to notice of and to vote at the Annual Meeting is December 26, 2007, which is the same record date specified in the Proxy Statement. This Supplement, which should be read in conjunction with the Proxy Statement, is first being mailed to stockholders on or about January 30, 2008.

 

On January 24, 2008, the Company and New Mountain Vantage GP, L.L.C. and its affiliates, including the California Public Employees’ Retirement System (collectively, “Vantage”), entered into an agreement to settle the proxy contest pertaining to the election of directors to the Company’s Board of Directors at the Company’s 2008 Annual Meeting of Stockholders. Pursuant to the settlement agreement, the Company has increased the size of its Board from 10 to 11 directors and nominated, as a new director, Vantage’s candidate Frederic V. Salerno. Mr. Salerno has been added to the Company’s original slate of the following continuing directors: Robert T. Brady, Rolland E. Kidder and John F. Riordan.

 

The white proxy card enclosed with this Supplement differs from the white proxy card previously furnished to you with the Proxy Statement in that the enclosed white proxy card includes the name of Mr. Salerno in addition to the names of Messrs. Brady, Kidder and Riordan. Thus, if you wish to vote with respect to all four of the nominees, please vote on the revised white proxy card enclosed with this Supplement. The Board unanimously recommends that you vote FOR each of the nominees.

 

In addition, stockholders are being asked to vote at the Annual Meeting FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2008, as more fully described in the Proxy Statement.

 

Pursuant to the rules of the New York Stock Exchange (“NYSE”), if you hold your shares in street name through a broker and do not provide instructions to your broker as to how to vote, your broker can vote your shares at its discretion on these matters. Pursuant to the settlement agreement, instructions previously provided to your broker on a blue proxy card will not be effective.

 

Management does not intend to bring before the Annual Meeting any matters other than those specifically described above, and knows of no matters other than the foregoing that will be considered at the Annual Meeting. If any other matters or motions properly come before the Annual Meeting, it is the intention of the persons named in the white proxy card to vote such proxy in accordance with their judgment on such matters or motions, including any matters dealing with the conduct of the Annual Meeting.

 

Stockholders are urged to vote promptly using the enclosed white proxy card. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time prior to the exercise of the

powers conferred thereby by notice in writing to Secretary, National Fuel Gas Company, 6363 Main Street, Williamsville, NY 14221, or by submitting a later dated proxy or voting in person at the Annual Meeting.

 

For additional information regarding voting of your shares, refer to the section below captioned “Voting of Proxies.”

 

Background

 

On October 17, 2007, Vantage formally notified the Company of their intention to nominate three nominees for election at the Annual Meeting. On January 8, 2008, Vantage began soliciting proxies for these nominees pursuant to their definitive proxy statement in opposition to the three continuing directors nominated by the Company and named in the Proxy Statement. On January 11, 2008, the Company began soliciting proxies for its nominees pursuant to the Proxy Statement.

 

On January 24, 2008, as stated above, the Company and Vantage entered into the settlement agreement, which provides that the Company will increase the size of its Board from 10 to 11 directors and nominate, as a new director, Vantage’s candidate Frederic V. Salerno. The agreement also provides that Vantage will immediately cease efforts related to its own proxy solicitation, and withdraw its proxy statement and its own nominations.

 

The settlement agreement provides that all four candidates (Messrs. Brady, Kidder, Riordan and Salerno) will be nominated to serve for a term to expire in 2011. Upon election to National Fuel’s Board, Mr. Salerno will join the Compensation and the Nominating/Corporate Governance Committees. In accordance with Vantage’s policies and at their request, Mr. Salerno will receive no compensation for his Board service for as long as Vantage continues to own common stock of the Company.

 

Other elements of the settlement agreement include:

 

 

 

The Company filed a complete copy of the settlement agreement with the Securities and Exchange Commission on January 24, 2008 as Exhibit 10.1 to its Current Report on Form 8-K. The foregoing description of the settlement agreement is qualified in its entirety by reference to the full text of the settlement agreement.

 

Nominees

 

Each of the nominees for election at the Annual Meeting other than Mr. Salerno is a current director of the Company. Certain information concerning each of the nominees is set forth below:

 

 

 

 

It is intended that the Proxies will vote for the election of Messrs. Brady, Kidder, Riordan and Salerno as directors, unless they are otherwise directed by the stockholders. Although the Board of Directors has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve or for good cause will not serve. Messrs. Brady, Kidder, Riordan and Salerno have consented to being named in this proxy statement and to serve if elected.

 

The Board of Directors has determined that Mr. Salerno is independent in accordance with the listing standards of the NYSE and the Director Independence Guidelines adopted by the Board.

 

The Board of Directors Recommends a Vote FOR the Election of
Messrs. Brady, Kidder, Riordan and Salerno on the white proxy card.

 

Voting of Proxies

 

If you wish to vote for all four of the nominees listed above, you must do so by voting on the white proxy card enclosed with this Supplement.

If you have already voted by using the white proxy card included with the Company’s original Proxy Statement, or the blue proxy card included with Vantage’s proxy statement, you may revoke it by subsequently voting on the white proxy card enclosed with this Supplement. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by attending the meeting and voting in person.

 

If you submitted or submit an unrevoked white proxy card included with the Company’s original Proxy Statement, or an unrevoked blue proxy card included with Vantage’s proxy statement, your vote will be counted as follows:

 

 

Certain Legal Proceedings

 

Pursuant to the settlement agreement, the Company will, with the cooperation of Vantage, file motions to withdraw the petitions it previously filed with the Pennsylvania Public Utility Commission and the New York State Public Service Commission that had requested each regulatory agency take action with respect to Vantage’s investment in the Company.

 

Cost of Solicitation

 

The Company’s expenses related to the solicitation (excluding salaries and wages of the Company’s regular employees and officers and any costs incurred in proceedings before the Pennsylvania Public Utility Commission and New York State Public Service Commission) are currently expected to be approximately $3,220,000 in the aggregate, of which approximately $2,700,000 is in excess of what would have been spent for an annual meeting with an uncontested director election.

 

By Order of the Board of Directors

 

Anna Marie Cellino

Secretary

 

January 30, 2008

Vote 24 hours a day, 7 days a week!

If you vote by telephone or Internet, your vote must be received by 6:00 a.m. local time
on February 21, 2008 in order to be counted in the final tabulation.

ê If voting by mail, please fold and detach card at perforation before mailing. ê

This proxy when properly executed will be voted in the manner directed herein. If no instructions are given, this proxy will be voted FOR items 1 and 2. To vote in accordance with the Board’s recommendations, just sign below; no boxes need to be checked.
The Board of Directors recommends a vote FOR items 1 and 2.

FOR AGAINST ABSTAIN

Please mark, sign, date and return this proxy card in the enclosed prepaid envelope.

WHITE PROXY

This proxy, when properly executed, will be voted as directed by the stockholder. See below for important provisions and additional instructions.

Incomplete Directions. If this card is returned signed but without directions marked for one or both items, regarding the unmarked items, you are granting the Proxies discretion to vote FOR items 1 and 2.

THIS PROXY CARD IS CONTINUED ON THE REVERSE SIDE. PLEASE VOTE BY TELEPHONE, INTERNET, OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

ê If voting by mail, please fold and detach card at perforation before mailing. ê

Proxy Card Solicited by the Board of Directors for Use at the
Annual Meeting of Stockholders, February 21, 2008

The undersigned on the reverse side of this card hereby appoints P.C. Ackerman and A.M. Cellino, or either of them, Proxies with full power of substitution and revocation in each, to vote all the shares of Common Stock held of record by the undersigned on December 26, 2007, at the Annual Meeting of Stockholders of National Fuel Gas Company or at any adjournment of the meeting, on each of the items on the reverse side and in accordance with the directions given there, and, in their discretion, on all other matters that may properly come before the Annual Meeting of Stockholders, or any adjournment thereof, respecting (i) matters of which the Company did not have timely notice but that may be presented at the meeting; (ii) approval of the minutes of the prior meeting; (iii) the election of any person as a director if a nominee is unable to serve or for good cause will not serve; (iv) any shareholder proposal omitted from the enclosed proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s proxy rules, and (v) all matters incident to the conduct of the meeting. This proxy may be revoked with the Secretary of the meeting as described in the Proxy Statement.

THE BOARD RECOMMENDS A VOTE “FOR” ITEMS 1 and 2 DESCRIBED ON THE REVERSE SIDE OF THIS CARD.

TO VOTE IN ACCORDANCE WITH THE BOARD’S RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE; NO BOXES NEED TO BE MARKED. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTIONS ARE GIVEN AS TO ANY ITEMS SET FORTH IN THIS PROXY, THIS PROXY WILL BE VOTED FOR ITEMS 1 and 2 DESCRIBED ON THE REVERSE SIDE OF THIS CARD.