Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1: The election of four Class A directors to serve on the Company's board of directors (the "Board") for terms of three years or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal, and to elect one Class C director, previously elected by the Board, to serve the remainder of his term as a Class C director ending in 2023 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal.
Director Nominee For Against Abstain Broker Non-Votes Matthew K. Schatzman - 119,192,650 227,773 51,453 2,991,247 Class A director Taewon Jun - Class 119,103,885 316,508 51,483 2,991,247 A director Avinash Kripalani - Class 118,112,928 1,306,225 52,723 2,991,247 A director William Vrattos - Class 115,143,998 4,275,149 52,728 2,991,247 A director Edward Andrew Scoggins, 119,359,038 60,707 52,131 2,991,247 Jr. - Class C director
Proposal 2: Approval of the potential issuance of a number of shares of the Company's common stock greater than 19.99% of outstanding common stock that may be issued (i) upon conversion of all of the shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock") issued or that may be issued under the Company's Certificate of Designations of Series C Convertible Preferred Stock, including upon the conversion of dividends paid-in-kind as shares of Series C Preferred Stock, and (ii) upon the exercise of warrants issued in connection with the Series C Preferred Stock, in compliance with Nasdaq Stock Market Rule 5635(d).
For Against Abstain Broker Non-Votes 115,254,377 72,496 14,337 2,991,247
Proposal 3: Approval of an amendment to the
For Against Abstain Broker Non-Votes 118,081,997 1,376,980 12,899 2,991,247
Proposal 4: Advisory vote on the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes 119,248,989 217,207 5,680 2,991,247
Proposal 5: Non-binding, advisory vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers.
1 Year 2 Years 3 Years Abstain Broker Non-Votes 119,279,829 4,326 35,597 152,124 2,991,247
Proposal 6: Ratification and approval of the reappointment of
For Against Abstain Broker Non-Votes 122,380,730 31,770 50,623 0
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
10.1 Amendment of theNextDecade Corporation 2017 Omnibus Incentive Compensation Plan
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