NextDecade Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Oil & Gas Production
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| Form | ||||||||
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 4, 2025
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code: (713 ) 574-1880
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, on June 4, 2025, the stockholders of NextDecade Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company's 2017 Omnibus Incentive Compensation Plan to increase the maximum number of shares available under such plan by an additional five million shares. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon and the results of the voting at the Annual Meeting were as follows:
Proposal 1: The election of three Class B directors to serve on the Company’s board of directors for terms until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal and one Class A director to serve on the Company’s board of directors for a term until the 2027 Annual Meeting of Stockholders or until the earlier of his death, resignation or removal.
Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Sir Frank Chapman - Class B director | 169,683,705 | 42,558,900 | 362,945 | 19,775,116 | ||||||||||
| Giovanni Oddo - Class B director | 211,628,219 | 610,771 | 367,560 | 19,775,116 | ||||||||||
Timothy Wyatt - Class B director | 211,884,525 | 363,867 | 357,158 | 19,775,116 | ||||||||||
| Arnaud Lenail-Chouteau - Class A director | 200,807,682 | 11,556,406 | 241,462 | 19,775,116 | ||||||||||
Proposal 2: Approval of an amendment to the NextDecade Corporation 2017 Omnibus Incentive Plan to increase the maximum number of shares available under such plan.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 183,683,187 | 28,722,102 | 200,260 | 19,775,116 | ||||||||
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 189,733,968 | 22,626,202 | 245,380 | 19,775,116 | ||||||||
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants and auditors for the fiscal year ending December 31, 2025.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 232,054,561 | 168,048 | 158,056 | 19,775,116 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
Dated: June 5, 2025
| NEXTDECADE CORPORATION | |||||||||||
| By: | /s/ Vera de Gyarfas | ||||||||||
| Name: Vera de Gyarfas | |||||||||||
| Title: General Counsel | |||||||||||