Northern Oil and Gas (NOG) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 22, 2025, allowing global participation and reducing the carbon footprint associated with travel.

• Stockholders will vote on the election of eight directors, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• The company reported strong 2024 results: record production, $883 million in acquisitions, 26% production growth, 19% increase in cash flow, and 11% increase in proved reserves.

• $256 million was returned to shareholders via dividends and stock repurchases, and total shareholder return outperformed the industry index by 6% in 2024.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Deloitte & Touche LLP as auditor, and approving executive compensation on an advisory basis.

• Shareholders of record as of March 25, 2025, are eligible to vote.

• Procedures for submitting proposals and director nominations for the 2026 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of eight directors, with 88% independence, 25% female representation, and 13% racial/ethnic diversity.

• Five standing committees: Audit, Compensation, Governance/Nominating/ESG, Executive, and Acquisition, all composed of independent directors.

• The roles of CEO and Chairperson are separated; the Chairperson leads board agendas, succession planning, and investor communications.

• Board and committee charters, code of conduct, insider trading, and political contribution policies are available on the company website.