ATOAtmos Energy
Atmos Energy Corporation, a natural gas-only distributor, is an S&P 500 company headquartered in Dallas and incorporated in Texas and Virginia. 10-K, Item 1
Deals between ATO and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2025-12-19 reports that the one filed 2024-12-20 did not, quoted as filed.
New this year
4 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2024-12-20.
Related Party Transactions Review and Approval Policy“certain transactions in the ordinary course of business with an entity for which a related person serves as an employee or director, provided the aggregate amount involved in any such transactions during any particular fiscal year does not exceed the greater of (a) $1 million or (b) two percent (2%) of the entity’s gross revenues for the most recently completed fiscal year;”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“certain charitable contributions made to a foundation, university, or other charitable organization for which a related person serves as an employee or a director, provided the aggregate amount of contributions during any particular fiscal year does not exceed the greater of (a) $500,000 or (b) two percent (2%) of the charitable organization’s annual receipts for its most recently completed fiscal year;”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“employment by the Company of a family member of an executive officer whose compensation will not exceed $120,000 in a fiscal year, provided the executive officer does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member; and • payments under the Company’s employee benefit plans and other programs that are available generally to the Company’s employees.”
Read it in the proxy ↗
Corporate Governance and Other Board Matters“State Street is a beneficial owner of more than five percent (5%) of the Company’s common stock outstanding as of the record date of December 12, 2025. During fiscal 2025, State Street (i) acted as trustee of several benefits plans and trusts; (ii) provided fiduciary services for a benefits plan; and (iii) provided retiree benefit payment processing services for several benefits plans and trusts, for which the Company paid a total of approximately $100,000 in fees. For the Atmos Energy Corporation Master Retirement Trust (the “Master Trust”), State Street (i) acted as trustee; (ii) provided fiduciary services for a benefit plan; (iii) provided retiree benefit processing services for a benefit plan whose assets are held in the Master Trust; and (iv) provided investment management services relating to assets held in the Master Trust. For such services, the Master Trust paid a total of approximately $375,000 in fees during fiscal 2025. All such services provided to the Company and the Master Trust were made in the ordinary course of business and on substantially the same terms as other comparable transactions with third parties.”
Read it in the proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Related Party Transactions Review and Approval Policy“The Governance Committee has considered and adopted standing pre-approvals under the guidelines for limited types of transactions that meet specific criteria. Such pre-approved transactions are limited to:”
Read it in the proxy ↗
The whole section 10 paragraphs, proxy filed 2025-12-19
Related Party Transactions Review and Approval Policy“The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. As a result, the Board prefers to avoid related party transactions, while also recognizing that there are situations where related party transactions may be in the best interests of or may not be inconsistent with the best interests of the Company and its shareholders. The Board has adopted and periodically reviews written guidelines with respect to related party transactions and has delegated to the Governance Committee the responsibility to review and, if not adverse to the Company’s best interests, approve, related party transactions. Under the guidelines, a related party transaction is any transaction (or series of related transactions) involving the Company and in which the amount involved exceeds $100,000 and a related person has a direct or indirect material interest. A “related person” is:”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“A shareholder who beneficially owns more than 5% of the Company’s stock or any immediate family member of such shareholder;”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“An immediate family member of any of the Company’s directors or executive officers; or • A company or charitable organization or entity in which any of these persons has a role similar to that of an officer or general partner or beneficially owns 10% or more of the entity.”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“Under the guidelines, all executive officers, directors, and director nominees are required to identify, to the best of their knowledge after reasonable inquiry, business and financial affiliations involving themselves or their immediate family members, which could reasonably be expected to give rise to a related person transaction. Executive officers, directors, and director nominees are required to advise the Corporate Secretary promptly of any change in the information provided and are asked periodically to review and reaffirm this information.”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“In accordance with the guidelines, the Governance Committee reviews the material facts of all related person transactions and either approves or disapproves of the entry into any such transaction.”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“The Governance Committee has considered and adopted standing pre-approvals under the guidelines for limited types of transactions that meet specific criteria. Such pre-approved transactions are limited to:”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“certain transactions in the ordinary course of business with an entity for which a related person serves as an employee or director, provided the aggregate amount involved in any such transactions during any particular fiscal year does not exceed the greater of (a) $1 million or (b) two percent (2%) of the entity’s gross revenues for the most recently completed fiscal year;”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“certain charitable contributions made to a foundation, university, or other charitable organization for which a related person serves as an employee or a director, provided the aggregate amount of contributions during any particular fiscal year does not exceed the greater of (a) $500,000 or (b) two percent (2%) of the charitable organization’s annual receipts for its most recently completed fiscal year;”
Read it in the proxy ↗
Related Party Transactions Review and Approval Policy“employment by the Company of a family member of an executive officer whose compensation will not exceed $120,000 in a fiscal year, provided the executive officer does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member; and • payments under the Company’s employee benefit plans and other programs that are available generally to the Company’s employees.”
Read it in the proxy ↗
Corporate Governance and Other Board Matters“State Street is a beneficial owner of more than five percent (5%) of the Company’s common stock outstanding as of the record date of December 12, 2025. During fiscal 2025, State Street (i) acted as trustee of several benefits plans and trusts; (ii) provided fiduciary services for a benefits plan; and (iii) provided retiree benefit payment processing services for several benefits plans and trusts, for which the Company paid a total of approximately $100,000 in fees. For the Atmos Energy Corporation Master Retirement Trust (the “Master Trust”), State Street (i) acted as trustee; (ii) provided fiduciary services for a benefit plan; (iii) provided retiree benefit processing services for a benefit plan whose assets are held in the Master Trust; and (iv) provided investment management services relating to assets held in the Master Trust. For such services, the Master Trust paid a total of approximately $375,000 in fees during fiscal 2025. All such services provided to the Company and the Master Trust were made in the ordinary course of business and on substantially the same terms as other comparable transactions with third parties.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on ATO in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/ATO/export.csv") into a cell.