UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

---

 

FORM 8-K
CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 15, 2020

 

NEXTDECADE CORPORATION
(Exact Name of Registrant as Specified in Charter)

 

Delaware	001-36842	46-5723951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1000 Louisiana Street, Suite 3900, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)

 

(713) 574-1880
(Registrant’s Telephone Number, Including Area Code)

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, $0.0001 par value		NEXT		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07        Submission of Matters to a Vote of Security Holders.

 

On June 15, 2020, NextDecade Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).  The matters voted upon and the results of the voting at the Annual Meeting were as follows:

 

Proposal 1:  The election of three Class C 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 the election of two Class B directors, previously elected by the Board, to serve the remainder of their terms as Class B directors ending in 2022 or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal.

 

Director Nominee	For	Withheld	Broker Non-Votes
Khalifa Abdulla Al Romaithi - Class B director	121,345,084	239,960	1,637,857
Frank Chapman - Class B director	121,395,467	189,577	1,637,857
Brian Belke - Class C director	119,702,981	1,882,063	1,637,857
Thanasi Skafidas - Class C director	121,368,374	216,670	1,637,857
L. Spencer Wells - Class C director	119,652,094	1,932,950	1,637,857

 

Proposal 2:  Approval of an amendment to the Company’s 2017 Omnibus Incentive Plan to increase the amount of awards thereunder that can be granted to the Company’s non-employee directors in any calendar year.

 

For	Against	Abstain	Broker Non-Votes
120,998,981	584,583	1,480	1,637,857

 

Proposal 3:  Ratification and approval of the reappointment of Grant Thornton LLP as the Company’s independent registered public accountants and auditors for the fiscal year ending December 31, 2020.

 

For	Against	Abstain	Broker Non-Votes
123,076,164	6,088	140,649	0

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 15, 2020

 

	NEXTDECADE CORPORATION
	By:	/s/ Krysta De Lima
		Name: Krysta De Lima
		Title: General Counsel