NextDecade (NASDAQ: NEXT) hires new CFO and adds 5M shares to incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NextDecade Corporation appointed John Zuklic as Chief Financial Officer, effective July 6, 2026. He has more than 30 years of energy industry experience, including senior finance roles at Citgo Petroleum, Phillips 66 and ConocoPhillips, with responsibilities spanning financial strategy, capital structuring and large-scale transformation projects.
His compensation includes a $600,000 annual base salary, a target annual bonus equal to 100% of base salary, and an annual long-term incentive award valued at $2,100,000 under the company’s 2017 Omnibus Incentive Plan. His employment is at will and there are no related-party relationships or transactions disclosed.
At the 2026 Annual Meeting, stockholders elected Class B and Class C directors, approved an amendment to the 2017 Omnibus Incentive Plan to add 5,000,000 shares, supported executive compensation in an advisory vote, and ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2026.
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
CFO base salary: $600,000 per year
CFO bonus target: 100% of base salary
CFO long-term incentive: $2,100,000
+4 more
7 metrics
CFO base salary
$600,000 per year
Annual base salary for John Zuklic as CFO
CFO bonus target
100% of base salary
Target annual discretionary bonus for CFO role
CFO long-term incentive
$2,100,000
Annual long-term incentive award value under 2017 Omnibus Incentive Plan
Plan share increase
5,000,000 shares
Additional shares approved for 2017 Omnibus Incentive Compensation Plan
Omnibus plan amendment vote - For
170,907,255 votes
Votes in favor of increasing shares under 2017 Omnibus Incentive Plan
Say-on-pay For votes
164,777,795 votes
Advisory approval of named executive officer compensation
Auditor ratification For votes
230,582,163 votes
Votes to ratify KPMG LLP as 2026 independent auditor
Key Terms
2017 Omnibus Incentive Compensation Plan, broker non-votes, advisory vote, independent registered public accountants, +1 more
5 terms
2017 Omnibus Incentive Compensation Plan financial
"approved an amendment to the Company's 2017 Omnibus Incentive Compensation Plan to increase the maximum number of shares"
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 170,907,255 | 26,937,601 | 89,618 | 33,166,278"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Proposal 3: Advisory vote on the compensation of the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accountants financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants and auditors"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Annual Meeting of Stockholders financial
"the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
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 3, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | |||||||
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
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.
Appointment of Chief Financial Officer
On June 3, 2026, NextDecade Corporation (the “Company”) announced the appointment of John Zuklic as the Chief Financial Officer of the Company, effective July 6, 2026.
Mr. Zuklic, age 59, brings significant expertise after more than 30 years in the energy industry, including senior finance roles in capital-intensive businesses. His experience includes financial strategy, capital structuring, treasury, corporate finance, stakeholder engagement, building and transforming organizations, and strengthening governance and risk oversight.
Mr. Zuklic joins the Company from Citgo Petroleum Corporation (“CITGO”), where he held the position of Vice President and Chief Financial Officer since 2020. At CITGO, he led the finance organization and was responsible for setting and executing financial strategy, recapitalizing the company, and building functions to strengthen forecasting, governance, and decision support. Before his tenure at CITGO, Zuklic spent much of his career at Phillips 66 and its predecessor, ConocoPhillips. During his time at these companies, he progressed through various roles of increasing scope across treasury, corporate finance, risk management, and enterprise transformation. Following the spinoff of Phillips 66 from ConocoPhillips, Zuklic served as Vice President and Treasurer, leading global treasury operations, managing substantial investment and insurance portfolios, and executing enterprise-wide financing initiatives. Later, he served as Vice President of ERP Transformation, where he oversaw the implementation of a next-generation enterprise resource planning system. Mr. Zuklic holds a Master’s degree in Business Administration from the University of Texas and a Bachelor of Science degree in Mechanical Engineering from the Colorado School of Mines.
In connection with his appointment as Chief Financial Officer of the Company, Mr. Zuklic’s compensation package includes: (1) an annual base salary of $600,000; (2) eligibility for an annual discretionary bonus with a target of 100% of his annual base salary; and (3) an annual long-term incentive award with a value of $2,100,000 under the Company’s 2017 Omnibus Incentive Plan, as amended, which award may be subject to any performance criteria established by the Compensation Committee of the Board of Directors of the Company at the time of grant. There is no written employment agreement with Mr. Zuklic and his employment is “at will.”
The appointment of Mr. Zuklic to serve as Chief Financial Officer of the Company was not made pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Zuklic and any director or other executive officer of the Company. Mr. Zuklic has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Amendment to Omnibus Incentive Compensation Plan
As discussed in Item 5.07 below, on June 3, 2026, the stockholders of 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 3, 2026, the Company held its 2026 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 two 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 four Class C directors to serve on the Company’s board of directors for a term until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal.
Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Pamela Beall - Class B director | 168,472,855 | 22,494,429 | 6,967,190 | 33,166,278 | ||||||||||
| In Kyu Park - Class B director | 190,687,163 | 264,256 | 6,983,055 | 33,166,278 | ||||||||||
| Matthew Bonanno - Class C director | 145,611,322 | 449,300 | 51,873,852 | 33,166,278 | ||||||||||
| Charles Q. Brown, Jr. - Class C director | 190,715,031 | 251,841 | 6,967,602 | 33,166,278 | ||||||||||
Diana Sands - Class C director | 168,394,731 | 22,579,896 | 6,959,847 | 33,166,278 | ||||||||||
| David Stover - Class C director | 190,747,334 | 210,137 | 6,977,003 | 33,166,278 | ||||||||||
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 | ||||||||
| 170,907,255 | 26,937,601 | 89,618 | 33,166,278 | ||||||||
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 164,777,795 | 32,970,500 | 186,179 | 33,166,278 | ||||||||
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, 2026.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 230,582,163 | 402,897 | 115,692 | 0 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 | Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan | ||||
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 3, 2026
| NEXTDECADE CORPORATION | |||||||||||
| By: | /s/ Vera de Gyarfas | ||||||||||
| Name: Vera de Gyarfas | |||||||||||
| Title: General Counsel | |||||||||||
FAQ
What did NextDecade (NEXT) announce about its new CFO?
NextDecade appointed John Zuklic as Chief Financial Officer effective July 6, 2026. He brings over 30 years of energy-sector finance experience from Citgo, Phillips 66 and ConocoPhillips, focused on strategy, capital structure and large transformation initiatives.
How is NextDecade’s new CFO John Zuklic compensated?
John Zuklic will receive a $600,000 base salary, a target annual bonus of 100% of salary, and an annual long-term incentive award valued at $2,100,000 under the 2017 Omnibus Incentive Plan, subject to performance criteria set by the Compensation Committee.
What change was approved to NextDecade’s 2017 Omnibus Incentive Plan?
Stockholders approved an amendment to increase the maximum number of shares available under the 2017 Omnibus Incentive Plan by 5,000,000 shares. This expands the equity pool used for long-term incentive awards to employees and executives under the plan.
How did NextDecade (NEXT) stockholders vote on executive compensation?
In an advisory vote, stockholders approved compensation for named executive officers with 164,777,795 votes for, 32,970,500 against, and 186,179 abstentions, along with 33,166,278 broker non-votes, indicating overall support for the existing pay programs.
Which directors were elected at NextDecade’s 2026 Annual Meeting?
Stockholders elected Class B directors Pamela Beall and In Kyu Park, and Class C directors Matthew Bonanno, Charles Q. Brown, Jr., Diana Sands, and David Stover to serve terms ending at the 2028 and 2029 annual meetings, respectively.
Who is NextDecade’s independent auditor for fiscal 2026?
Stockholders ratified KPMG LLP as NextDecade’s independent registered public accountants and auditors for the fiscal year ending December 31, 2026, with 230,582,163 votes for, 402,897 against, and 115,692 abstentions and no broker non-votes.