Kodiak Gas Services Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Election of three Class III director nominees (Terry Black Bonno, William L. Bullock, Jr., Chris Drumgoole) to serve until the 2029 annual meeting.

2. 2

   Advisory, Non-Binding Vote to Approve the Compensation of the Named Executive Officers for 2025

   ManagementBoard: FOR

   Non-binding advisory vote to approve the 2025 compensation of Named Executive Officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation program as disclosed for 2025. Management seeks this vote to comply with SEC rules and to gauge shareholder support for its pay practices, which emphasize pay-for-performance through a mix of cash, RSUs and PSUs tied to Adjusted EBITDA, discretionary cash flow, consolidated net leverage ratio, absolute TSR and an ESG scorecard. The Board and the Personnel & Compensation Committee recommend a "FOR" vote, citing strong 2025 financial results, significant at-risk compensation (approximately 88% of CEO target pay), and alignment of awards with long-term shareholder value. The company notes robust performance outcomes in 2025 — record revenue, increased adjusted EBITDA, high fleet utilization, and significant shareholder returns through dividends and repurchases — to justify their compensation decisions. Although the vote is advisory and non-binding, management commits to consider the outcome when setting future compensation and highlights governance practices including an independent compensation committee and the use of an independent consultant. Potential critiques could include high absolute pay levels and sizable equity-based awards; however, management argues that these awards are performance-contingent and necessary to align retention and execution for strategic growth, including acquisitions. Overall, the proposal reflects a standard say-on-pay request designed to validate executive pay structures and ensure investor alignment.

3. 3

   Advisory, Non-Binding Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote to select the preferred frequency (1, 2, or 3 years) for future say-on-pay votes; board recommends 1 year.

   More detail

   Management asks shareholders to recommend how often the company should hold future advisory say-on-pay votes (1, 2 or 3 years). The Board recommends annual votes (1 year) to allow shareholders to express views on compensation more frequently and to hold directors accountable. The vote is advisory; the company will consider the outcome.

4. 4

   Amend the Certificate of Incorporation to Phase in Declassification of the Board

   ManagementBoard: FOR

   Amend Charter to phase in declassification of the Board so directors transition to annual elections, with full effect by the 2029 annual meeting; permits removal without cause after declassification.

   More detail

   This management proposal seeks shareholder approval to amend the Charter to phase out the classified board structure over time so that, beginning with the 2029 annual meeting, all directors will stand for annual election. Management and the Board argue that phased declassification increases shareholder accountability, aligns with institutional investor preferences, reduces proxy-advisor friction, and permits removal without cause under Delaware law — thereby enhancing governance responsiveness. The proposal is a governance change rather than operational; it requires a supermajority (66 2/3%) to pass. The Board unanimously supports the amendment, noting it will not shorten current three-year terms but will transition successors to one-year terms. Key governance context: the company currently has staggered three-year director terms and an affiliated stockholders’ agreement previously allotted certain nomination rights (now terminated), and the proposed change alters removal standards and the procedure for filling vacancies, with carve-outs tied to prior investor ownership thresholds. For an analyst, important considerations include the potential for increased director accountability and market perceptions (positive among governance-focused investors), the supermajority threshold that may make passage difficult, and interplay with Proposal 5 which separately reduces certain supermajority requirements. The amendment could reduce entrenchment but may shorten board continuity. Overall, the Board frames this as aligning with shareholder interests; investors should weigh benefits of annual elections against potential impacts on board stability and strategic continuity.

5. 5

   Amend the Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements and Other Obsolete Provisions

   ManagementBoard: FOR

   Amend Charter to lower certain supermajority vote requirements (e.g., for amending Charter/Bylaws and director removal) to a simple majority and remove obsolete sponsor-related provisions.

   More detail

   This management proposal seeks shareholder approval to amend the Charter to eliminate certain supermajority voting requirements—most notably lowering the vote threshold for amendments to the Charter and bylaws and for director removal to a simple majority when certain sponsor ownership thresholds are met—and to remove obsolete provisions related to former sponsors. Management frames this change as aligning with widely accepted governance norms and enabling necessary corporate actions without procedural delays. The context includes prior sponsor-related governance carve-outs and the coincident Proposal 4 to declassify the board; together these changes shift control mechanics toward majority voting and annual elections, enhancing shareholder influence while potentially reducing protective measures against opportunistic actions. Key considerations for analysts include the supermajority vote required to approve this amendment (66 2/3%), implications for corporate governance and potential vulnerability to changes in control dynamics, and interplay with existing stockholders’ agreements. The board recommends a "FOR" vote citing modernization and alignment with investor expectations; opponents may argue that removing supermajority protections could expose the company to short-term activist pressure or reduce minority protections.

6. 6

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of BDO USA, P.C. as Kodiak’s independent registered public accounting firm for fiscal year 2026.

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When is the Kodiak Gas Services Inc 2026 annual meeting?

Kodiak Gas Services Inc (KGS) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Kodiak Gas Services Inc 2026 meeting?

The record date for the Kodiak Gas Services Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kodiak Gas Services Inc's 2026 meeting?

The board is presenting 3 director nominees at the Kodiak Gas Services Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kodiak Gas Services Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Kodiak Gas Services Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.