Natural Gas Services Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$NGS
Oilfield Services/Equipment
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 5, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K, on June 5, 2025, at the 2025 annual meeting of shareholders (the “Meeting”) of Natural Gas Services Group, Inc. (the “Company”), the Company's shareholders approved the Company’s proposal for the election of four individuals to serve as directors of the Company for the terms set forth below or until their respective successors are elected and qualified.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Meeting was held on June 5, 2025, at which the Company’s shareholders voted on the proposals identified below. These proposals were described in detail in the Company’s definitive Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 25, 2025.
At the close of business on April 11, 2025, the record date for the Meeting, 12,513,850 shares of Common Stock were issued and outstanding and entitled to vote at the Meeting. Shareholders owning a total of 10,738,021 shares of Common Stock were represented at the meeting, which represented approximately 85.8% of the shares of the Common Stock outstanding as of the record date for the Meeting.
Proposal 1 - Election of Directors
Each of the three nominees for director was duly elected by the Company’s shareholders, with votes as follows:
Director Nominee | For | Against and Authority Withheld | Abstentions | Broker Non-Votes | ||||||||||
Donald J. Tringali(1) | 8,934,891 | 864,765 | 13,996 | 924,369 | ||||||||||
Jean K. Holley(2) | 9,207,155 | 493,902 | 112,595 | 924,369 | ||||||||||
Georganne Hodges(1) | 9,596,284 | 200,300 | 17,068 | 924,369 | ||||||||||
J. Anthony Gallegos, Jr.(4) | 9,765,824 | 31,512 | 16,316 | 924,369 | ||||||||||
(1) Elected for a three year term expiring at the 2028 annual meeting of shareholders, or until his respective successor is elected and qualified.
(2) Elected for a two year term expiring at the 2027 annual meeting of shareholders, or until his respective successor is elected and qualified.
(3) Elected for a one year term expiring at the 2026 annual meeting of shareholders, or until his respective successor is elected and qualified.
Proposal 2 - Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||
| 8,090,928 | 1,331,487 | 391,237 | 924,369 | ||||||||||||||||||||||||||
Proposal 3 - Amendment to the 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares and extend the term of the plan by an additional five years;
The shareholders approved the amendment to the 2019 Equity Incentive Plan with votes as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 9,436,695 | 362,571 | 14,386 | 924,369 | ||||||||||||||||||||
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of Ham, Langston & Brezina LLP as the Company’s independent registered public accounting firm for fiscal year 2025 by the following vote:
| For | Against | Abstentions | |||||||||||||||||||||||||||
| 10,452,723 | 103,972 | 181,326 | |||||||||||||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATURAL GAS SERVICES GROUP, INC. | |||||||||||
| Date: | June 9, 2023 | By: | /s/ Justin C. Jacobs | ||||||||
| Justin C. Jacobs | |||||||||||
| Chief Executive Officer | |||||||||||