National Fuel Gas Company (NFG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for March 12, 2026, will be held virtually, allowing shareholders to vote electronically and participate online.

• Shareholders will vote on three main proposals: election of eleven directors, advisory approval of executive compensation, and ratification of the independent auditor.

• Fiscal 2025 saw strong earnings growth across all business segments, record natural gas production, and a 4% dividend increase, marking the 55th consecutive year of dividend growth.

• Strategic acquisition of CenterPoint Energy's Ohio utility business is expected to close in late 2026, doubling the utility rate base and expanding regulated cash flows.

Voting matters and shareholder proposals

• Proposals include: (1) election of eleven directors for one-year terms, (2) advisory approval of named executive officer compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all director nominees and FOR both proposals 2 and 3.

• Shareholders of record as of January 12, 2026, are eligible to vote; multiple voting methods are available, including phone, QR code, internet, and mail.

Board of directors and corporate governance

• Board consists of eleven members, ten of whom are independent, with diverse expertise in energy, finance, operations, and sustainability.

• Board leadership structure separates Chairman and CEO roles, with a Lead Independent Director and regular executive sessions of non-management directors.

• Annual self-evaluations are conducted for the Board and its committees; strong focus on diversity and inclusion in director recruitment.

• Stockholders can recommend director nominees and communicate directly with the Board.