NGSG - Natural Gas Services Group Inc.

06/11/2026 | Press release | Distributed by Public on 06/11/2026 14:12

Material Agreement, Proxy Results (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.
In connection with the election of John E. Jackson to the Board of Directors (the "Board") of Natural Gas Services Group, Inc. (the "Company") at the 2026 annual meeting of shareholders (the "Meeting") of the Company discussed below in Item 5.07, on June 10, 2026, the Company entered into an indemnification agreement with Mr. Jackson (the "Indemnification Agreement") pursuant to which the Company agreed to indemnify Mr. Jackson in connection with claims brought against him in his capacity as a director of the Company. The Indemnification Agreement also provides, among other things, certain expense advancement rights in legal proceedings so long as Mr. Jackson undertakes to repay the advancement if it is later determined that he is not entitled to be indemnified.
The preceding is a summary of the material provisions of the Indemnification Agreement and is qualified in its entirety by reference to the complete text of the form of Indemnification Agreement included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Meeting was held on June 10, 2026, 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 28, 2026.
At the close of business on April 16, 2026, the record date for the Meeting, 12,590,213 shares of common stock, par value $0.01 per share (the "Common Stock") of the Company, were issued and outstanding and entitled to vote at the Meeting. Shareholders owning a total of 10,554,321 shares of Common Stock were represented at the meeting, which represented approximately 84% 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

Abstentions/Withheld

Broker
Non-Votes
1A. J. Anthony Gallegos, Jr.(1)
9,012,307 321,253 5,497 1,215,264
1B. Justin C. Jacobs(1)
9,056,225 280,273 2,559 1,215,264
1C. John E. Jackson(1)
9,311,247 22,313 5,497 1,215,264
(1) Elected for a three-year term expiring at the 2029 annual meeting of shareholders, or until his respective successor is elected and qualified.
Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
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
8,576,391 560,762 201,904 1,215,264
Proposal 3 - 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 2026 by the following vote:
For Against Abstentions
10,425,583 3,207 125,531
Proposal 4 - Approve the Redomestication of the Company From Colorado to Texas by Conversion
The shareholders approved the redomestication of the Company from Colorado to Texas by conversion by the following vote:
For Against Abstentions Broker Non-Votes
9,219,513 113,692 5,852 1,215,264
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