Item 8.01 Other Events.
Declaration of Dividends
On May 27, 2021 following the 2021 annual meeting, our board of directors
declared a dividend on the Company’s common stock, par value $0.005 per share, of $0.1525 per share (equivalent of $0.61 per share
annualized), for the third quarter of the 2021 fiscal year ending June 30, 2021, payable to shareholders of record on June 30, 2021. The
dividend is expected to be paid on July 15, 2021. The board also declared quarterly dividends on the Company’s preferred
stock with the same record and payment dates ($0.375 per share on the Series A, $0.25 on the Series B, and $0.375 on the Series C).
Confirmation of Executive Officers and Board Committee Assignments
On May 27, 2021 following the 2021 annual meeting, our board of directors
appointed the following officers:
Michael I. German — Chief Executive Officer and President
Charles A. Lenns — Chief Financial Officer, Treasurer and Corporate
Secretary
Matthew J. Cook — Vice President of Operations and Customer Service
Russell S. Miller — Vice President of Energy Supply and Business
Development
In addition, the Board of Directors made the following Committee
assignments:
Audit Committee
George J. Welch, Chairman
William Mirabito
Henry B. Cook, Jr.
John B. Williamson III
Nominating and Compensation Committee
Joseph P. Mirabito, Chairman
Ted W. Gibson
John B. Williamson III
Henry B. Cook, Jr.
Robert B. Johnston
Corporate Governance and Community Relations Committee
William Mirabito, Chairman
Ted W. Gibson
Robert B. Johnston
George J. Welch
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this
release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statements made by, or on behalf of, Corning Natural Gas Holding Corporation. Forward-looking statements are all
statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words
“anticipates,” “estimates,” “expects” “intends,” “plans,” “predicts,”
“believes,” “may,” “will” and similar expressions. Such statements are inherently subject to a variety
of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking
statements and the Company’s business generally include, but are not limited to the Company’s ability to complete the proposed
merger; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement
of the proposed merger on the Company’s relationships with its customers, operating results and business generally; the risk that
the proposed merger will not be consummated in a timely manner; the ability of the Company to obtain shareholder approval of the proposed
merger; the ability of the Company to obtain regulatory approval of the proposed merger; the Company’s continued ability to make
dividend payments; the Company’s ability to implement its business plan, grow earnings and improve returns on investment; fluctuating
energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its
customers; changes in the utility regulatory environment; wholesale and retail competition; the Company’s ability to satisfy its
debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many
of which are beyond the Company’s control; the risk factors and cautionary statements made in the Company’s public filings
with the Securities and Exchange Commission (the “SEC”); and other factors that the Company is currently unable to identify
or quantify, but may exist in the future. The Company expressly undertakes no obligation to update or revise any forward-looking statement
contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Additional factors that may affect the future results of the Company are described
in its filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and recent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.
Additional Information and Where to find It
This communication may be deemed to be solicitation material in respect
of the Merger. In connection with the Merger, the Company has filed relevant materials with the U.S. Securities and Exchange Commission
(the “SEC”), including a proxy statement in definitive form dated April 22, 2021 (the “Proxy Statement”) filed
with the SEC on April 22, 2021 in connection with its 2021 annual meeting of shareholders that contains important information about the
Merger and related matters. Shareholders are urged to read the Proxy Statement and other relevant documents carefully and in their entirety
because they contain important information about the Merger and related matters. You may obtain a free copy of these materials and other
documents filed by the Company with the SEC at the SEC’s website at www.SEC.gov, at the Company’s website at www.CorningGas.com
or by writing to the Company’s Corporate Secretary at Corning Natural Gas Holding Corporation, 330 W. William Street, Corning, New
York 14830, or by calling the Company’s Corporate Secretary at 607-936-3755. You also may read and copy any reports, statements
and other information filed by the Company with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in The Solicitation
The Company and its directors, executive officers and other persons
may be deemed to be participants in the solicitation of proxies with respect to the merger. Information regarding the Company’s
directors and executive officers is available in the Proxy Statement. Other information regarding persons who may be deemed participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in
the Proxy Statement and other relevant materials to be filed with the SEC when they become available.