ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

On January 24, 2022, the Company formally approved the following leadership changes effective February 10, 2022:

1) Jason A. Field was appointed Vice President, CFO and Treasurer of RGC Resources and its subsidiaries. 2) Lawrence T. Oliver, the current Vice President, Interim CFO, Corporate Secretary and Treasurer of RGC Resources and its subsidiaries, was appointed as Vice President and Secretary of RGC Resources and Vice President, Regulatory Affairs and Strategy and Secretary of Roanoke Gas Company.

As a result of these new appointments, the Board of Directors approved the base salaries for 2022 and the Compensation Committee's Performance Incentive Plan for the fisal year ending September 30, 2022. The cash incentive bonus for each officer is based 50% on the individual's performance with respect to the corporate objectives and 50% on a target within a range of earnings results for fiscal 2022. The potential range of incentive bonuses for each officer is provided below:



  Officer     2022 Salary     Metric       Type        Minimum        Target      Maximum
  Jason A.   $   210,000   Performance     Cash      $       -     $   52,500   $   84,000
   Field                    & Earnings
                             Earnings     Equity             -         52,500      105,000
Lawrence T.      206,000   Performance     Cash              -         51,500       82,400
   Oliver                   & Earnings
                             Earnings     Equity             -         51,500       92,700

The Performance Incentive Plan for the other named executive officers was previously approved and reported in the Annual Proxy as filed December 8, 2021.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January 24, 2022, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors and to hold a non-binding shareholder advisory vote on named executive compensation. The voting results are provided below.

Shareholders elected the nominees for Class A directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2025:

Director Shares For Shares Withheld Broker Non Votes Abney S. Boxley, III 4,697,298 248,130 1,676,581 Elizabeth A. McClanahan 4,911,785 33,643 1,676,581 John B. Williamson, III 4,394,665 550,763 1,676,581

Nancy Howell Agee, J. Allen Layman and Jacqueline L. Archer continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2023. T. Joe Crawford, Maryellen Goodlatte and Paul W. Nester continue to serve as Class C directors until the Annual Meeting of Shareholders to be held in 2024.

Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, L.L.P. as independent auditors for the fiscal year ending September 30, 2022, by the following vote:



Shares For Shares Against Shares Abstaining
6,505,580     112,637           3,792

Shareholders approved executive compensation through a non-binding advisory vote as indicated below:

Shares For Shares Against Shares Abstaining Broker Non Votes 4,084,452 770,981 89,995 1,676,581




ITEM 8.01 OTHER EVENTS.

The Company issued a press release on January 24, 2022, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on January 24, 2022 and the appointment of external auditors for the current fiscal year. At the meeting of the Board of Directors following the annual meeting of shareholders, the Board of Directors elected John B. Williamson, III as Chairman of the Board of RGC Resources, Inc. and Paul W. Nester as President and CEO of RGC Resources, Inc.

The Board of Directors elected the following senior officers of RGC Resources: Jason A. Field, Vice President, CFO and Treasurer; Lawrence T. Oliver, Vice President and Secretary; and Robert L. Wells, II, Vice President, Chief Information Officer, Assistant Secretary and Assistant Treasurer. The Board of Directors also elected the following senior officers of Roanoke Gas Company: Paul W. Nester, President and CEO; Jason A. Field, Vice President, CFO and Treasurer; Lawrence T. Oliver, Vice President, Regulatory Affairs and Strategy and Secretary; Carl J. Shockley, Jr., Vice President and Chief Operating Officer; and Robert L. Wells, II, Vice President, Customer Service, Assistant Secretary and Assistant Treasurer.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information disclosed under this Item, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall they by deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.





  99.1    Annual Shareholders Meeting Press Release dated January 24, 2022

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