8-K for 2013 Annual Meeting
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 12, 2013
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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Colorado | | 1-31398 | | 75-2811855 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
508 West Wall Street, Suite 550
Midland, TX 79701
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2013, we held our Annual Meeting of Shareholders (the “Annual Meeting”) at which the following three proposals were presented to our shareholders for consideration: (1) the election of one Director to serve until the Annual Meeting of Shareholders to be held in 2016 (Mr. Chisholm), or until his successor is elected and qualified, (2) a proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2013, and (3) an advisory vote on the compensation of our named executive officers (“Say-on-Pay Vote”). These proposals were described in detail in our definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2013.
(1)Election of Director: The nominee for election to the Board of Directors set forth below was elected by the shareholders by the following vote:
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Director Nominee | |
For | |
Against and Authority Withheld | |
Abstentions |
Broker Non-Votes |
John W. Chisholm | |
9,640,007 | |
392,900 | |
N/A |
1,807,090 |
(2)Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm was approved by the shareholders by the following vote:
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For | | Against | | Abstain | | Broker Non-Votes |
11,816,093 | | 12,256 | | 11,648 | | N/A |
(3)Advisory Vote on the Compensation of our Named Executive Officers: The compensation of our named executive officers was approved by the shareholders by the following vote:
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For | | Against | | Abstain | | Broker Non-Votes |
9,879,587 | | 133,969 | | 19,351 | | 1,807,090 |
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.
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| | NATURAL GAS SERVICES GROUP, INC. |
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Dated: June 18, 2013 | | | | |
| | By: | | /s/ Stephen C. Taylor |
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| | | | Stephen C. Taylor |
| | | | President & Chief Executive Officer |