Atmos Energy (ATO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 4, 2026, to be held virtually; shareholders of record as of December 12, 2025, are eligible to vote on key proposals and director elections.

• Company reported strong financial performance in fiscal 2025, with net income of $1.2 billion, EPS of $7.46, and a 23rd consecutive year of EPS growth; dividends increased for the 41st consecutive year.

• Capital expenditures reached $3.6 billion, with 87% invested in safety and reliability improvements.

• Board and management emphasize safety, reliability, and sustainability as core strategic priorities.

Voting matters and shareholder proposals

• Election of 12 directors for one-year terms expiring in 2027.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay) for fiscal 2025.

• Amendments to Articles of Incorporation: increase authorized shares, provide for plurality voting in contested elections, limit officer liability, clarify indemnification, and remove obsolete provisions.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 92% of director nominees are independent; 33% are women, 17% are racially/ethnically diverse.

• Board leadership structure separates Chairman and CEO roles; independent Lead Director designated annually.

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

• Mandatory retirement age for directors; robust succession planning and board refreshment.

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