Nextdecade Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class B directors (Pamela Beall and In Kyu Park) and four Class C directors (Matthew Bonanno, General Charles Q. Brown, Jr., Diana Sands, and David Stover) for specified terms.

2. 2

   Approval of an Amendment to the 2017 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to increase the maximum shares available under the 2017 Equity Plan from 34,262,461 to 39,262,461.

   More detail

   Proposal asks shareholders to approve a 5,000,000-share increase to the 2017 Omnibus Incentive Plan reserve to support future equity awards. Management seeks approval to maintain recruiting, retention and incentive flexibility and to continue aligning employee and director incentives with stockholder interests. The amendment includes standard governance protections (no evergreen, no repricing without stockholder approval, anti-recycling, limits on non-employee director awards, and clawback provisions). Approving the amendment would enable the company to grant PSUs, RSUs and other equity to executives and employees—tools integral to NextDecade’s long-term alignment given its capital-intensive LNG projects and milestone-driven value creation. The board’s affirmative recommendation is based on current share availability (4.45M remaining), recent significant equity usage for milestone awards (e.g., Train 4/5 FIDs) and the need to preserve cash flexibility; management argues that alternative compensation (e.g., higher cash pay) would be less aligned to stockholders and potentially harm liquidity. Investors should weigh dilution from the 5M-share increase against the company’s near-term pipeline of financing and project-construction milestones that management believes will create long-term value.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   Management seeks a non-binding advisory approval of NEO compensation, presenting a comprehensive compensation program emphasizing pay-for-performance, long-term equity (50% PSUs / 50% RSUs), and annual incentives tied to a quantitative scorecard. The program’s design elements—TSR-based PSUs with higher-percentile targets for payouts, an absolute TSR cap preventing payout if absolute TSR is negative, caps on payouts, stock ownership guidelines, clawback policy and use of independent consultants—are cited to justify alignment with shareholder interests. The board notes strong prior support (approximately 89% in 2025) and plans to consider the advisory vote outcome in future compensation decisions, though the vote is non-binding. Investors should evaluate the balance between executive retention needs in a capital-intensive LNG buildout and potential pay outcomes tied to milestone financing and FIDs.

4. 4

   Ratification of KPMG LLP as Independent Registered Public Accountants and Auditors

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm and auditors for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Nextdecade Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Nextdecade Corp 2026 annual meeting?

Nextdecade Corp (NEXT) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Nextdecade Corp 2026 meeting?

The record date for the Nextdecade Corp 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nextdecade Corp's 2026 meeting?

The board is presenting 6 director nominees at the Nextdecade Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nextdecade Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Nextdecade Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.