Kodiak Gas Services (KGS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, to be held virtually for shareholders of record as of March 9, 2026.

• Shareholders can vote online, by phone, mail, or virtually, with voting closing at 11:59 PM CDT on May 6, 2026.

• Proxies are solicited by the Board, with shares voted as directed or per Board recommendations if no direction is given.

Voting matters and shareholder proposals

• Election of three director nominees: Terry Black Bonno, William L. Bullock, Jr., and Chris Drumgoole.

• Advisory vote to approve executive compensation for 2025.

• Advisory vote on the frequency of future say-on-pay votes, with Board recommending annual votes.

• Proposal to phase in declassification of the Board of Directors.

• Proposal to eliminate certain supermajority voting requirements and obsolete provisions in the Certificate of Incorporation.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for proposals to modernize governance, including board declassification and removal of supermajority requirements.