ONE Gas (OGS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, will be held virtually; shareholders must register in advance to participate and vote online, by phone, or by mail.

• Key business items include election of eight directors, ratification of PricewaterhouseCoopers LLP as auditor, approval of an amendment to the ESP Plan for 700,000 additional shares, and an advisory vote on executive compensation.

• The board chair will retire at the meeting, with Deborah Hersman named as successor following a comprehensive succession process.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight director nominees, (2) ratification of PricewaterhouseCoopers LLP as auditor for 2026, (3) amendment and restatement of the ESP Plan to authorize 700,000 additional shares, (4) advisory vote on executive compensation, and (5) other business as may arise.

• Majority voting standard applies for uncontested director elections; abstentions and broker non-votes do not count as votes cast.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026.

Board of directors and corporate governance

• Seven of eight director nominees are independent; board refreshment includes new skills and perspectives, with a focus on diversity and experience.

• Board committees (Audit, Executive Compensation, Corporate Governance) are composed entirely of independent directors.

• Board succession planning is ongoing, with annual reviews of leadership and emergency CEO succession plans.

• Directors are subject to share ownership guidelines and limits on outside board service.

• Board and committee meetings had high attendance, and executive sessions are held regularly without management present.