One Gas Inc

This management proposal seeks shareholder approval to amend and restate the ONE Gas Amended and Restated Employee Stock Purchase Plan (ESP Plan) to increase the pool of shares available under the plan by 700,000 shares. Management frames the request as necessary to ensure the company can continue to offer the ESP Plan — which lets employees buy ONE Gas stock at a discount — as a competitive benefit to attract, motivate and retain a high-performing workforce. The proxy statement describes current plan capacity (1,250,000 shares authorized with 166,857 available as of March 1, 2026) and explains that without additional shares the plan’s ability to support recruitment and retention would be impaired. The Board and the Executive Compensation Committee administer the plan and emphasize that the ESP Plan is intended to align employee interests with shareholders through ownership and tax-favored purchases under Section 423 of the Internal Revenue Code. Key plan features include offering periods of up to 27 months, a purchase price generally equal to 85% of beginning or ending fair market value, a per-employee $25,000 annual purchase limit, and a new six-month holding requirement and 18-month transfer-agent holding restriction for offerings commencing on or after July 1, 2026. The Board recommends a vote FOR the amendment on the basis that the plan supports talent retention and engagement and that the share increase (approximately 0.27% of outstanding shares as of March 1, 2026) is modest in the context of the company’s outstanding equity. Risks and governance considerations include potential dilution to existing shareholders, the administrative discretion retained by the Committee over offerings and eligibility, and the fact that plan shares may be issued from treasury, open market purchases or authorized but unissued shares. Approval requires a majority of votes cast, and abstentions count the same as a vote against the proposal.

This management-sponsored, non-binding advisory proposal asks shareholders to approve the company’s executive compensation disclosures — effectively a say-on-pay vote on the compensation paid to named executive officers (NEOs) as described in the Compensation Discussion and Analysis and related tables. Management argues the program is aligned with a pay-for-performance philosophy: a substantial portion of NEO pay is at-risk (STI and LTI), STI metrics are heavily weighted to EPS and include safety and emissions reduction measures, long-term incentives are delivered primarily as PSUs tied to three-year relative TSR with RSUs for retention, and robust governance features (clawbacks, share ownership guidelines, double-trigger CIC protections and independent committee oversight) mitigate excessive risk-taking. The Executive Compensation Committee engaged an independent consultant, reviewed market benchmarking against utility peers, and points to the 96% shareholder support on the prior year say-on-pay as validation. Counterarguments that shareholders or governance advocates might raise include whether CEO and NEO pay levels and incentive targets are calibrated appropriately relative to peers and performance, the degree of discretion retained by the committee in certifying awards, and the potential for dilution from equity awards — though management explains design choices (e.g., mix of PSUs/RSUs, performance metrics) aim to align executives with long-term shareholder value and safety objectives. The Board recommends a FOR vote on the basis that the program supports retention, aligns pay with performance and incorporates governance safeguards, while acknowledging the advisory nature of the vote and committing to consider significant adverse shareholder feedback.

The proxy includes a placeholder to transact any other matters properly brought before the annual meeting; no specific additional proposals are disclosed in the proxy statement. Because the items are undefined, the Board gives no specific recommendation and proxies are to be voted at the discretion of the named proxies on any such matters.