NextDecade (NEXT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, will be held virtually; shareholders must register in advance to participate and vote electronically.

• Record date for voting is April 15, 2026, with 264,979,673 shares of common stock outstanding and entitled to vote.

• Proxy materials include proposals for director elections, equity plan amendment, executive compensation advisory vote, and auditor ratification.

• Board recommends voting FOR all proposals; proxies will be voted per shareholder instructions or Board recommendations if unspecified.

Voting matters and shareholder proposals

• Election of four Class C directors for three-year terms and two Class B directors to serve until 2028.

• Approval sought for amendment to the 2017 Omnibus Incentive Plan to increase share reserve by 5 million shares.

• Advisory vote on executive compensation (Say-on-Pay) and ratification of KPMG LLP as independent auditors for 2026.

• Shareholder proposals for next year must be submitted by December 31, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of 12 members, classified into three staggered classes; current nominees bring expertise in energy, finance, governance, and operations.

• Board leadership structure combines CEO and Chairman roles, counterbalanced by a Lead Independent Director.

• All directors except the CEO are independent under Nasdaq rules; several board observers represent major investors.

• Five standing committees: Audit, Nominating/Governance/Sustainability, Compensation, Construction & Operations, and Finance.

• Directors are encouraged, but not required, to attend annual meetings; committee charters and governance documents are available online.