Northern Oil and Gas (NOG) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 21, 2026, allowing global participation and reducing travel-related carbon footprint.

• Stockholders of record as of March 26, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• The company emphasizes values such as integrity, fiduciary responsibility, continuous improvement, and teamwork.

Voting matters and shareholder proposals

• Stockholders will vote to elect seven directors for one-year terms, ratify Deloitte & Touche LLP as independent auditor for 2026, and approve executive compensation on an advisory basis.

• Proposals 1 (director election) and 3 (say-on-pay) are non-routine and require direct stockholder voting; proposal 2 (auditor ratification) is routine and may be voted by brokers if no instructions are given.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of seven directors, with a majority being independent; the CEO is not considered independent.

• Five standing committees: Audit, Compensation, Governance/Nominating/ESG, Executive, and Acquisition, all comprised of independent directors.

• The board separates the roles of CEO and Chairperson, with the non-executive chair leading board processes and succession planning.

• Board and committee charters, codes of conduct, and governance guidelines are available on the company website.

• All director nominees attended the prior annual meeting; high attendance is encouraged.