Natural Gas Services Group (NGS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and redomestication from Colorado to Texas.

• Shareholders can vote online, by phone, or mail, and the meeting will be held virtually to maximize participation.

• 2025 saw strong operational and financial performance, with rental revenues up 14%, adjusted EBITDA up 16%, and a 26% increase in stock price.

• The company initiated and increased a dividend in 2025 and advanced its safety and sustainability reporting framework.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors, approve executive compensation (say-on-pay), ratify the independent auditor, and approve redomestication to Texas.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven directors with diverse backgrounds in energy, finance, IT, and governance.

• If redomestication is approved, the staggered board will be replaced by annual director elections starting in 2027.

• The board is majority independent, with only the CEO classified as non-independent.

• Four standing committees (Audit, Compensation, Nominating and Governance, Safety and Sustainability) are fully independent.

• Directors are subject to a resignation policy if not elected by a majority of votes cast.