ONE Gas (OGS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, in a virtual-only format; shareholders will vote on director elections, auditor ratification, and executive compensation.

• 2024 financial performance included $223 million net income, $399 million operating income, and $2.64 per share in dividends, with a 1.5% increase over the prior year.

• Environmental and safety achievements included a 55% emissions reduction goal by 2035 and a 14% improvement in preventable vehicle incident rate in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine director nominees, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, (3) advisory approval of executive compensation, and (4) other business as may arise.

• Board recommends voting in favor of all proposals; majority voting standard applies for directors.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025.

Board of directors and corporate governance

• Board consists of nine members, seven of whom are independent; average age is 63 years, average tenure 6.5 years.

• Board diversity includes 33% female directors and representation from Hispanic and Asian Indian backgrounds.

• Board committees: Audit, Executive Compensation, and Corporate Governance, all with independent chairs.

• Board refreshment in 2024 added two new directors with expertise in strategic leadership and finance.

• Directors are subject to share ownership guidelines and annual performance evaluations.