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): November 1, 2024
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
(432 ) 262-2700
(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):
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
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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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2024, at the recommendation of the Nominating and Governance Committee, the Board of Directors (the “Board”) of Natural Gas Services Group, Inc. (the “Company”) took the following actions: (i) increased the size of the Board from six to seven, (ii) appointed Jean K. Holley to the Board to fill the new seat and (iii) appointed Ms. Holley to serve on the Board’s Compensation Committee.
The Board has determined that Ms. Holley qualifies as an independent director pursuant to the rules of the New York Stock Exchange (the “NYSE”).
Ms. Holley will receive the same fees for her service as the Company’s other independent directors and members of the Compensation Committee (other than the Chair of the committee), which fees were disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024. Annual cash compensation will be prorated from the date of Ms. Holley’ appointment to the Board. With respect to the long-term equity portion of her compensation, Ms. Holley was awarded 3,465 restricted stock units, also representing a prorated number of units from the date of her appointment based upon an annual award value of $110,000, which is consistent with an annual award for service period for existing directors ending on June 13, 2025. Each unit represents the right to receive one share of Company common stock upon vesting one year from the date of grant. The closing price of a share of the Company’s common stock was $19.57 on October 31, 2024.
Ms. Holley, 65, was the global senior vice president and chief information officer for Brambles Limited, a global leader in supply chain and logistic solutions, from September 2011 until her retirement in July 2017. From April 2004 until August 2011, Ms. Holley served as the executive vice president and chief information officer for Tellabs, Inc., a company that designs, develops, deploys and supports telecommunications networking products around the world. Prior to that role, Ms. Holley served as the vice president and chief information officer for USG Corporation, a manufacturer of innovative, high-performance building systems, and as senior IT director for Waste Management, Inc., North America’s leading provider of integrated environmental solutions. Ms. Holley has served on the board of directors of Accord Financial Corp. (a Canadian-based company traded on the Toronto Stock Exchange), one of North America’s leading independent finance companies, since 2020, and Herc Holdings, Inc. (a spinoff company from Hertz), a premier, full-service equipment rental firm, since 2017. Ms. Holley previously served as a director of OneSpan, Inc. (formerly VASCO Data Security), a global provider of enterprise-wide security solutions. In connection with her Board experience with public and exchange listed companies, Ms. Holley currently serves and has served as Chair on Compensation and Nominating/Governance Committees, along with service on Audit and Finance committees. Ms. Holley is the recipient of the Presidential Humanitarian Leadership Award for her leadership of a presidential COVID data analytics and modeling task force and received the Georgia CIO ORBIE Lifetime Achievement Award in recognition of her leadership in developing strategic plans and executing digital transformations. Ms. Holley holds a Bachelor of Science from the Missouri University Science & Technology and a Master of Science from the Illinois Institute of Technology in Chicago.
Item 7.01 Regulation FD Disclosure
On November 1, 2024, the Company issued a press release announcing the appointment of Ms. Holley to the Board. A copy of this press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
The press release filed herewith as Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | |||||
| Press Release Addition of a New Director to its Board of Directors November 1, 2024 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
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.
NATURAL GAS SERVICES GROUP, INC. | |||||||||||||||||
| Date: | November 1, 2024 | By: | /s/ Justin C. Jacobs | ||||||||||||||
| Justin C. Jacobs | |||||||||||||||||
| Chief Executive Officer | |||||||||||||||||
Exhibit 99.1
Natural Gas Services Group, Inc. Announces the Appointment of Jean Holley to its Board of Directors
Midland, Texas, November 1, 2024 -- Natural Gas Services Group, Inc. (“NGS” or the “Company”) (NYSE: NGS), a leading provider of natural gas compression equipment, technology, and services to the energy industry, announced today that its Board of Directors has appointed Jean Holley as a Director, effective November 1, 2024. In connection with the appointment, the Company increased the size of its Board from six to seven directors.
“We are excited to welcome Jean to NGS’s Board of Directors,” stated Justin Jacobs, Chief Executive Officer of NGS. “Jean is an accomplished executive with significant expertise across a number of businesses and disciplines which we are confident will serve the Company well. She has served as CIO for several large global businesses and has led digital transformations, turnarounds, operational efficiency plans, M&A, and cybersecurity programs. Further, her role as an independent director and committee member of companies with a rental business model will add great value as we focus on growing our large horsepower rental fleet, expanding our customer base, and optimizing our operations. I look forward to Jean’s guidance and counsel as we work to create meaningful value for NGS shareholders.”
“I am excited for this opportunity as the Company embarks on such an important growth phase in its corporate evolution,” stated Ms. Holley. “I have been very impressed with NGS’s services, particularly the technology of their units and high levels of service provided to customers, as well as the commitment of the team in executing their large horsepower strategy. I hope to leverage my experience and provide value as it relates to NGS’s technology infrastructure, cybersecurity programs, and data analytic capabilities, all of which are essential in today’s business climate. I believe in NGS’s future and look forward to working with the board and management team to unlock value.”
“Jean’s addition to the Board of Directors of NGS adds talent that will enhance and support our long-term growth and success,” said Stephen Taylor, Chairman of the Board of NGS. “Her background, expertise and prior board service will blend well with the experience of our present board members. NGS has positioned itself well to execute on our vision and strategy, that being our continued expansion into the large horsepower, infrastructure portion of our industry. Quality additions to our board, like Jean, including expansion of the board to seven directors, support our continuing growth.”
Ms. Holley is a results-driven business executive with experience successfully leading companies as a Board Director, committee chair, and executive in a wide variety of industries. She is currently on the Board of Directors for Herc Holdings, Inc. (NYSE: HRI), a provider of equipment rentals and services, where she serves as Chairperson of the Compensation and a member of the Nominating and Governance committee. She is also a Board Director for Accord Financial Corp. (TSE: ACD), a leading commercial finance company, and is Chairperson of the Compensation Committee. Previously, Ms. Holley served as Board Director for OneSpan, Inc. (NASDAQ: OSPN), a global provider of enterprise-wide security solutions, also serving as Chairperson of the Nominating and Governance Committee. She has held the title of CIO for several global businesses, and was responsible for all aspects of IT operations, technical services and support, technology trends, and industry futures, including big data/analytics, cybersecurity, digital strategies, and disruptive technologies. Ms. Holley's numerous accolades include "Georgia CIO of the Year," and Chicago’s Spotlight Award. She was listed by ComputerWorld as a top CIO, and she was inducted into the Women in Science & Engineering Hall of Fame. Ms. Holley holds a BS from Missouri University of Science & Technology and an MS from Illinois Institute of Technology.
About Natural Gas Services Group, Inc. (NGS): NGS is a leading provider of natural gas compression equipment, technology, and services to the energy industry. The Company manufactures, fabricates, rents, sells, and maintains
natural gas compressors for oil and natural gas production and plant facilities. NGS is headquartered in Midland, Texas, with a fabrication facility located in Tulsa, Oklahoma, a rebuild shop located in Midland, Texas, and service facilities located in major oil and natural gas producing basins in the U.S. Additional information can be found at www.ngsgi.com.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2023 and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, fundamentals of the compression industry and related oil and gas industry, compressor demand assumptions, overall industry outlook, the ability of the Company to capitalize on any potential opportunities and general economic conditions.
For More Information, Contact:
Anna Delgado, Investor Relations
(432) 262-2700
ir@ngsgi.com www.ngsgi.com