Midland, Texas - June 20, 2016 - Natural Gas Services Group, Inc. ("NGS" or the "Company"), a leading provider of gas compression technology and services to the natural gas industry, today announced the results of its Annual Meeting of Shareholders held on June 16, 2016:
- Mr. John W. Chisholm was re-elected to the Board of Directors with an affirmative vote of 94% of total shares voted. Mr. Chisholm's term will expire at the 2019 Annual Meeting of Shareholders.
- Shareholders approved the Amendment and Restatement of the Company's 1998 Stock Option Plan, extending the expiration date to February 28, 2026 and increasing the number of availability under the plan by 250,000 shares. Of the shares voted, approximately 93.4% voted in favor of the Stock Option Plan amendment.
- The appointment of BDO USA, LLP as the Company's independent auditors for the fiscal year ending December 31, 2016 was approved by nearly 96% of shares voted.
- Shareholders approved an amendment to the Company's By-Laws to implement a majority voting standard in uncontested elections of the Company's Directors. Of the shares voted, approximately 98.6% voted in favor of the By-Laws amendment.
Advisory Vote on Compensation of Executive Officers
NGS shareholders also were asked to consider the Company's compensation for named executive officers, as required by Section 14(a) of the Securities Exchange Act of 1934, as amended. The compensation plan was described in the Company's Definitive Proxy Statement filed in support of this Annual Meeting of Shareholders.
Of the shares voted, 65% voted in support of the Company's named executive officer compensation plan.
"While the Company's Compensation Committee and Board of Directors continually review our executive compensation program, taking into account input from shareholders, we are pleased that nearly two-thirds of our shareholders - including key institutional holders - approved of our compensation program," said Stephen C. Taylor, Chairman, President and Chief Executive Officer of Natural Gas Service Group. "Such support is especially noteworthy given that a major proxy advisory service - which we believe incorrectly interpreted our revised compensation program - recommended against approval. We appreciate the time and effort our shareholders made to consider our position regarding these matters which we presented in supplemental proxy material filed on June 8."
"We take the interests of our shareholders seriously and will continue to engage all of our stakeholders regarding ways to enhance our compensation program," added Taylor.
Annual Meeting Technical Details
The annual meeting was held on June 16, 2016 in Midland, Texas, the headquarters of NGS. As of the April 18, 2016 record date, the Company's Transfer Agent in conjunction with the Inspector of Votes determined that there were a total of 12,864,226 shares outstanding and eligible to vote.
Comprehensive voting results of the annual meeting can be found in an 8-K filed with the U.S> Securities and Exchange Commission.
About Natural Gas Services Group, Inc.
NGS is a leading provider of small to medium horsepower, wellhead compression equipment to the natural gas industry with a primary focus on the non-conventional gas and oil industry, i.e., coalbed methane, gas and oil shales and tight gas. The Company manufactures, fabricates, rents, sells and maintains natural gas compressors and flare systems for gas and oil production and plant facilities. NGS is headquartered in Midland, Texas with fabrication facilities located in Tulsa, Oklahoma and Midland, Texas and service facilities located in major gas and oil producing basins in the U.S. Additional information can be found at www.ngsgi.com.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause NGS's actual results in future periods to differ materially from forecasted results. Those risks include, among other things, the loss of market share through competition or otherwise; the introduction of competing technologies by other companies; a prolonged, substantial reduction in oil and gas prices which could cause a decline in the demand for NGS's products and services; and new governmental safety, health and environmental regulations which could require NGS to make significant capital expenditures. The forward-looking statements included in this press release are only made as of the date of this press release, and NGS undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. A discussion of these factors is included in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.
For More Information: Alicia Dada, Investor Relations
(432) 262-2700