Atmos Energy (ATO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 5, 2025, to be held virtually; shareholders of record as of December 13, 2024, are eligible to vote.

• Key business includes election of 11 directors, amendment to the Long-Term Incentive Plan (LTIP), ratification of the independent auditor, and advisory vote on executive compensation.

• Company reported net income of $1,042.9 million and $6.83 diluted EPS for fiscal 2024, marking the 22nd consecutive year of EPS growth.

• Capital expenditures reached $2.9 billion, with 83% invested in safety and reliability improvements.

• Dividend per share increased to $3.22, the 40th consecutive year of dividend growth.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms expiring in 2026.

• Proposal to amend the 1998 LTIP to add 2,000,000 shares for issuance.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2025.

• Advisory vote on executive compensation (Say-on-Pay) for fiscal 2024.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 91% of director nominees are independent; 27% are women; 18% are racially/ethnically diverse.

• Board practices include annual election of all directors, separation of board chair and CEO, and mandatory retirement age.

• Committees: Audit, Human Resources, Nominating and Corporate Governance, Corporate Responsibility/Sustainability/Safety, and Executive.

• All committees are chaired by independent directors; annual board and committee evaluations are conducted.

• Shareholder engagement is ongoing, with feedback incorporated into governance and compensation practices.