STOCK TITAN
  1. Home
  2. Sec-filings
  3. NGS
  4. [8-K] NATURAL GAS SERVICES GROUP INC Reports Material Event

Natural Gas Services (NYSE: NGS) holders approve Texas move, board and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Natural Gas Services Group, Inc. reported the results of its 2026 annual shareholder meeting and entered into an indemnification agreement with new director John E. Jackson. The agreement provides indemnification and expense advancement rights for claims related to his service on the Board.

Shareholders elected three directors for three-year terms ending at the 2029 annual meeting and approved, on an advisory basis, compensation for named executive officers. They also ratified Ham, Langston & Brezina LLP as independent auditor for 2026 and approved converting the company’s domicile from Colorado to Texas.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Shares outstanding at record date 12,590,213 shares Common stock outstanding as of April 16, 2026 record date
Shares represented at meeting 10,554,321 shares Common stock represented at June 10, 2026 annual meeting (~84%)
Votes for John E. Jackson 9,311,247 for / 22,313 against Election as director, three-year term to 2029 meeting
Say-on-pay approval votes 8,576,391 for / 560,762 against Advisory vote on named executive officer compensation
Auditor ratification votes 10,425,583 for Ratification of Ham, Langston & Brezina LLP for fiscal 2026
Redomestication approval votes 9,219,513 for / 113,692 against Approval to redomesticate from Colorado to Texas by conversion
indemnification agreement financial
"the Company entered into an indemnification agreement with Mr. Jackson"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
expense advancement rights financial
"The Indemnification Agreement also provides, among other things, certain expense advancement rights"
broker non-votes financial
"1C. John E. Jackson (1) | 9,311,247 | 22,313 | 5,497 | 1,215,264"
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
"The shareholders approved, on an advisory basis, the compensation"
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.
redomestication financial
"The shareholders approved the redomestication of the Company from Colorado to Texas by conversion"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false000108499100010849912024-05-152024-05-15

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 10, 2026
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado
1-31398
75-2811855
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
600 State Street, Suite 400
Southlake, TX 76092
(Address of Principal Executive Offices)
(432) 262-2700
(Registrant's Telephone Number, Including Area Code)
N/A
(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-14(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, Par Value $0.01NGSNYSE


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 ☐

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 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)
9,012,307321,2535,4971,215,264
1B. Justin C. Jacobs(1)
9,056,225280,2732,5591,215,264
1C. John E. Jackson(1)
9,311,24722,3135,4971,215,264
(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:
ForAgainstAbstentionsBroker Non-Votes
8,576,391560,762201,9041,215,264
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:
ForAgainstAbstentions
10,425,5833,207125,531
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:
ForAgainstAbstentionsBroker Non-Votes
9,219,513113,6925,8521,215,264



Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:
ExhibitDescription
10.1
Form of Indemnification Agreement by and between Natural Gas Services Group, Inc. and Certain Indemnitees (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2025).
104Cover Page Interactive Data File (embedded within the Inline XBRL 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, thereunto duly authorized.

NATURAL GAS SERVICES GROUP, INC.
Date:June 11, 2026
By:
/s/ Justin C. Jacobs
Name:Justin C. Jacobs
Title:Chief Executive Officer
(Principal Executive Officer)


Source: View Original Filing on SEC EDGAR

FAQ

What did Natural Gas Services Group (NGS) announce about its new director?

Natural Gas Services Group entered into an indemnification agreement with new director John E. Jackson. It provides indemnification and expense advancement for claims arising from his Board service, subject to repayment if he is later found not entitled to indemnification.

How many Natural Gas Services Group (NGS) shares were represented at the 2026 meeting?

Shareholders representing 10,554,321 shares of common stock attended or were represented at the 2026 meeting. This equaled about 84% of the 12,590,213 shares outstanding as of the April 16, 2026 record date.

Were the director nominees elected at Natural Gas Services Group’s 2026 meeting?

All three director nominees were duly elected. For example, John E. Jackson received 9,311,247 votes for and 22,313 against, with minimal abstentions and broker non-votes, securing a three-year term expiring at the 2029 annual meeting.

Did Natural Gas Services Group (NGS) shareholders approve executive compensation?

Shareholders approved the advisory say-on-pay proposal. There were 8,576,391 votes for, 560,762 against, and 201,904 abstentions, along with 1,215,264 broker non-votes, indicating general support for management’s compensation program.

Who is the auditor for Natural Gas Services Group (NGS) for fiscal 2026?

Shareholders ratified Ham, Langston & Brezina LLP as the independent registered public accounting firm for fiscal year 2026. The ratification received 10,425,583 votes for, 3,207 against, and 125,531 abstentions.

Did Natural Gas Services Group approve redomestication to Texas?

Shareholders approved the redomestication of Natural Gas Services Group from Colorado to Texas by conversion. The vote totaled 9,219,513 for, 113,692 against, and 5,852 abstentions, with 1,215,264 broker non-votes recorded.

Filing Exhibits & Attachments

3 documents

Other Documents