ato-20231228

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
(Amendment No. )


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐


Check the appropriate box:
☐	Preliminary Proxy Statement	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Atmos Energy Corporation

(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):

☒			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Joint Letter from Chairman and President and CEO

December 29, 2023

Dear Shareholder:

We are pleased to invite you to attend the annual meeting of shareholders on Wednesday, February 7, 2024, at 9:00 a.m. Central Standard Time, which will be conducted virtually via webcast. You will be able to attend the meeting, vote your shares, and submit questions by logging on to www.virtualshareholdermeeting.com/ATO2024.

The annual meeting will include a report on our operations and consideration of the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. All shareholders of record as of December 12, 2023, are entitled to vote.

Your vote is very important. Whether you plan to attend the virtual meeting or not, please cast your vote over the internet, by telephone or by mailing back a proxy card as soon as possible.

Sincerely,

"Atmos Energy is committed to the safety and success of our employees and communities, the environment, delivering a reliable source of energy, and providing exceptional customer service. As Chairman of the Board, I have worked alongside my fellow Directors as we oversee the Company’s vision to be the safest provider of natural gas services. On behalf of the entire Board of Directors, thank you for your continued support and investment in Atmos Energy."

— Kim Cocklin

Kim R. Cocklin

Chairman of the Board

J. Kevin Akers

President and Chief Executive Officer


2024 Proxy Statement			1


Table of Contents


Joint Letter from Chairman and President and CEO		1

Notice of Annual Meeting of Shareholders		3

About Atmos Energy		4

Fiscal 2023 Performance Highlights		5

Proxy Statement Overview		6

PROPOSAL 1

	Election of Directors	9

Qualifications for Directors		9
Nominees for Director		11

Corporate Governance and Other Board Matters		17

Overview		17
Board Leadership Structure		18
Board Committees		18
Independence of Directors		21
Board Evaluation Process		21
Board Succession Planning		22
Board Oversight Responsibilities		23
Shareholder Engageme nt		25
Other Governance Policies and Practices		26

Director Compensation		28

Annual Review of Compensation		28
Fiscal 2023 Annual Compensation		28
Long-Term Compensation		29
Summary of Cash and Other Compensation		29
Director Share Ownership Requirements		30

PROPOSAL 2

	Ratification of Appointment of Independent Registered Public Accounting Firm	31

Audit and Related Fees		31
Audit Committee Pre-Approval Policy		32
Audit Committee Report		32


PROPOSAL 3

	Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers	33

Background of the Proposal		33
Executive Compensation		33

Compensation Discussion & Analysis		34

Executive Summary		34
Executive Compensation Program Objectives and Strategy		38
2023 Elements of Compensation		39
Compensation Decision Process		43
Compensation Policies and Practices		46
Human Resources Committee Report		46

Named Executive Officer Compensation and Related Matters		47

Summary of Cash and Other Compensation		47
Grants of Plan-Based Awards		49
Outstanding Equity Awards		50
Vested Common Stock		51
Retirement Plans

SEC Form DEF 14A filed by Atmos Energy Corporation