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))
o Definitive
Proxy Statement
þ 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):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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INFORMATION RELEVANT TO THE
2010 EQUITY COMPENSATION PLAN
AS OF FEBRUARY 23, 2010
The following information may be used for the purpose of personal
solicitation of certain stockholders in connection with National
Fuel Gas Company’s (the “Company”) Annual Meeting of Stockholders to be
held on March 11, 2010 (“Annual Meeting”). The information relates to the Company’s 1997 Award
and Option Plan as of February 23, 2010. The 1997 Award
and Option Plan is the only plan under which the Company has any outstanding awards of stock options or stock
appreciation rights, and the only plan under which the Company may currently issue stock options or stock appreciation
rights. The Company will be authorized to issue additional awards under the 2010 Equity Compensation
Plan if the Company’s stockholders approve that plan at the
Annual Meeting.
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2010 |
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2011 |
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2012 |
Outstanding
Stock Options Scheduled to Expire (calculated as of 2/23/2010) |
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909,035 |
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652,986 |
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928,608 |
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1997 AWARD AND OPTION PLAN INFORMATION
As of February 23, 2010
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Number of shares |
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remaining available for |
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future issuance |
| outstanding options, |
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(excludes shares |
| warrants and rights |
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reflected in column (a)) |
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(b) |
4,843,658 |
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169,804 |
(1) |
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These shares available for future issuance under the 1997 Award and
Option Plan include 97,007 shares related to previously issued stock
appreciation rights which were forfeited in November 2009 because
applicable performance conditions were not met. |
As of February 23, 2010, the Company had 81,136,115 shares of
Common Stock issued and outstanding.