Item 5.07.
Submission of Matters to a Vote of Security Holders
.
Annual Meeting of Stockholders
On July 12, 2019, NextDecade Corporation (the “
Company
”) held its 2019 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 B 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 one Class A director, previously elected by the Board, to serve the remainder of his term as a Class A director ending in 2021 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal.
|
|
|
|
Director Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
Taewon Jun - Class A director
|
106,771,413
|
5,298
|
1,206,496
|
David Gallo – Class B director
|
105,636,470
|
1,140,241
|
1,206,496
|
David Magid – Class B director
|
105,822,725
|
953,986
|
1,206,496
|
Eric S. Rosenfeld – Class B director
|
105,551,320
|
1,225,391
|
1,206,496
|
Proposal 2
: Approval of
amendments to the Company’s Certificate of Designations of Series A Convertible Preferred Stock to, among other things, modify certain terms relating to the voting rights of Series A Convertible Preferred Stock (the “
Series A Preferred Stock
”).
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
106,754,416
|
2,370
|
19,925
|
1,206,496
|
Proposal 3
:
Approval of amendments to the Company’s Certificate of Designations of Series B Convertible Preferred Stock to, among other things, modify certain terms relating to the voting rights of Series B Convertible Preferred Stock (the “
Series B Preferred Stock
”).
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
106,754,416
|
11,370
|
10,925
|
1,206,496
|
Proposal 4
: 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, 2019.
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
107,957,525
|
24,691
|
991
|
0
|
At the Annual Meeting, Matthew Schatzman, Chairman of the Board and Chief Executive Officer of the Company, paid tribute to Kathleen Eisbrenner, the former Chairman of the Board and a Class B director who passed away in May 2019.
Special Meeting of Stockholders
On
July 12, 2019, the Company held a special meeting of holders of its Series A Preferred Stock and Series B Preferred Stock (the “
Special Meeting
”). The matters voted upon by the holders of the Series A Preferred Stock and the Series B Preferred Stock and the results of their voting at the Special Meeting were as follows:
Proposal 1
: Ratification and approval by the holders of Series A Preferred Stock t
o increase the number of authorized shares of Series A Preferred Stock from 50,000 to 166,364, effective as of August 9, 2018, an increase of 116,364 shares, which is the number of shares issued as origination fees pursuant to Series A Preferred Stock purchase agreements or backstop commitment agreements and shares issued or issuable as dividends paid-in-kind with respect to Series A Preferred Stock.