NGL Energy Partners (NGL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 9, 2026, to vote on three key proposals, including a new long-term incentive plan and auditor ratification.

• Only unitholders of record as of December 18, 2025, are eligible to vote; 124,269,915 common units outstanding.

• Voting can be done via internet, phone, mail, or in person at the meeting.

Voting matters and shareholder proposals

• Proposal 1: Approval of the 2025 Long-Term Incentive Plan (LTIP), authorizing 10,000,000 units for equity-based awards, with a potential dilution of 7.95%.

• Proposal 2: Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026.

• Proposal 3: Approval to adjourn or postpone the meeting if more time is needed to solicit votes for the LTIP.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board and Compensation Committee oversee the LTIP and its administration.

• Audit Committee is responsible for auditor selection and oversight.

• Directors and executive officers as a group own 7.3% of outstanding common units and 33.43% of the General Partner.