Governance changes at Kodiak Gas Services (NYSE: KGS) gain shareholder backing

Rhea-AI Filing Summary

Kodiak Gas Services, Inc. reported results from its 2026 annual meeting, where shareholders approved amendments to its charter and bylaws to phase in declassification of the board and remove certain supermajority voting requirements and obsolete provisions. These changes became effective with the filing of a Certificate of Amendment and a new Restated Certificate of Incorporation in Delaware, along with Third Amended and Restated Bylaws.

Shareholder turnout was high, with 78,643,061 shares represented, about 91% of the 86,118,623 shares outstanding on the record date. All three Class III director nominees were elected, 2025 executive compensation received majority support in an advisory vote, shareholders favored an annual frequency for future say‑on‑pay votes, and BDO USA, P.C. was ratified as independent auditor for 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 86,118,623 shares Shares represented at meeting: 78,643,061 shares Meeting turnout: Approximately 91% +4 more

7 metrics

Shares outstanding on record date 86,118,623 shares Capital stock outstanding on March 9, 2026 record date

Shares represented at meeting 78,643,061 shares Shares present in person or by proxy at annual meeting

Meeting turnout Approximately 91% Percentage of outstanding shares represented at annual meeting

Say-on-pay 2025 support 71,230,433 For Advisory vote on 2025 named executive officer compensation

Board declassification amendment 74,668,837 For Votes to amend charter to phase in board declassification

Supermajority removal amendment 74,669,797 For Votes to amend charter to remove certain supermajority requirements

Auditor ratification votes 78,295,211 For Votes to ratify BDO USA, P.C. as 2026 auditor

Key Terms

declassification of the Board, supermajority voting requirements, Restated Certificate of Incorporation, Third Amended and Restated Bylaws, +2 more

6 terms

declassification of the Board financial

"to (i) phase in declassification of the Board of Directors (the “Board”) and (ii)"

supermajority voting requirements financial

"to (i) phase in declassification of the Board of Directors and (ii) eliminate certain supermajority voting requirements and other obsolete provisions."

Restated Certificate of Incorporation regulatory

"the Company filed a new Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

Third Amended and Restated Bylaws regulatory

"as amended and restated, the “Third Amended and Restated Bylaws”). The description of the Charter Amendments"

advisory, non-binding vote financial

"the results of the advisory, non-binding vote to approve the compensation of the Company’s named executive officers for 2025"

independent registered public accounting firm financial

"ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

FALSE0001767042--12-3100017670422026-05-072026-05-07

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): May 7, 2026

____________________

Kodiak Gas Services, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware

001-41732

83-3013440

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9950 Woodloch Forest Dr., 19th Floor, The Woodlands, Texas						77380
(Address of principal executive offices)						(Zip Code)

(936) 539-3300

(Registrant’s telephone number, including area code)

Not Applicable

(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:

o			Written communications pursuant to Rule 425 under the Securities Act
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

KGS

New York Stock Exchange NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.

As a result, the Company filed a Certificate of Amendment setting forth the Charter Amendments with the Secretary of State of the State of Delaware on May 7, 2026. The Certificate of Amendment became effective upon filing. Following the filing of the Certificate of Amendment, the Company filed a new Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware on May 7, 2026. The Restated Certificate became effective upon filing. In connection with the Charter Amendments, the Company’s Board of Directors also adopted conforming changes to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to phase in declassification of the Board of Directors and eliminate certain supermajority voting requirements and other obsolete provisions, which became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware (as amended and restated, the “Third Amended and Restated Bylaws”).

The description of the Charter Amendments above does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference hereto. The full text of the Third Amended and Restated Bylaws is also attached hereto as Exhibit 3.2 and is also incorporated in this Item 5.03 by reference hereto.

Item 5.07. Submissions of Matters to a Vote of Security Holders

At the Annual Meeting, the shareholders voted on six proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026 (the “proxy statement”).

There were 86,118,623 shares of capital stock outstanding on March 9, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, the holders of 78,643,061 shares of the capital stock were represented in person or by proxy, representing approximately 91% of the total outstanding shares as of the Record Date, which constituted a quorum.

All nominated directors were elected, and the other proposals were approved by the required shareholder vote.

The final voting results with respect to each proposal are set forth in the following tables.

1.At the Annual Meeting, the results of the vote to elect three nominees identified in the proxy statement to serve as Class III directors until the 2029 annual meeting and until their successors are duly elected and qualified were as follows:

Nominee						For						Withhold						Broker Non-Vote
Terry Black Bonno						73,411,393						1,592,666						3,639,002
William L. Bullock, Jr.						74,879,870						124,189						3,639,002
Chris Drumgoole						74,883,649						120,410						3,639,002

2.At the Annual Meeting, the results of the advisory, non-binding vote to approve the compensation of the Company’s named executive officers for 2025were as follows:

For						Against						Abstain						Broker Non-Vote
71,230,433						3,384,253						389,373						3,639,002

3.At the Annual Meeting, the results of the advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers as follows:

1 Year						2 Years						3 Years						Abstain
71,872,324						7,855						2,804,409						319,471

4.At the Annual Meeting, the results of the vote to amend the Charter to phase in declassification of the Board were as follows:

For						Against						Abstain						Broker Non-Vote
74,668,837						37,186						298,036						3,639,002

5.At the Annual Meeting, the results of the vote to amend the Charter to eliminate certain supermajority voting requirements and other obsolete provisions were as follows:

For						Against						Abstain						Broker Non-Vote
74,669,797						35,692						298,570						3,639,002

6.At the Annual Meeting, the vote to ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was as follows:

For						Against						Abstain						Broker Non-Vote
78,295,211						65,883						281,967						—

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

No.			Description
3.1			Restated Certificate of Incorporation of Kodiak Gas Services, Inc.
3.2			Third Amended and Restated Bylaws of Kodiak Gas Services, Inc.
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

SIGNATURES

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.

			Kodiak Gas Services, Inc.
Date: May 7, 2026			By:			/s/ Jennifer Howard
			Name:						Jennifer Howard
			Title:						Executive Vice President, General Counsel,
									Chief Compliance Officer and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 58.8 KB
• EX-3.2 EX-3.2 149.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB