Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 below, on June 1, 2023, the stockholders of NextDecade Corporation (the "Company") approved an amendment (the "Amendment") to the Company's 2017 Omnibus Incentive Compensation Plan to increase the maximum number of shares available under such plan by an additional six million shares. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 1, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted upon and the results of the voting at the Annual Meeting were as follows:

Proposal 1: The election of three Class C directors to serve on the Company's board of directors for terms of three years or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal.



Director Nominee            For               Against      Abstain      Broker Non-Votes
Brian Belke - Class         164,805,321       3,017,532    1,783,818    7,616,080
C director
Edward Andrew Scoggins, Jr. 157,572,376       10,255,169   1,779,126    7,616,080
- Class C director
L. Spencer Wells - Class    157,443,790       10,383,805   1,779,076    7,616,080
C director

Proposal 2: Approval of an amendment to the NextDecade Corporation 2017 Omnibus Incentive Plan to increase the maximum number of shares available under such plan.



For         Against   Abstain   Broker Non-Votes
160,464,045 7,291,005 1,851,621 7,616,080

Proposal 3: Advisory vote on the compensation of the Company's named executive officers.



For         Against   Abstain   Broker Non-Votes
161,875,184 5,862,868 1,868,619 7,616,080

Proposal 4: Ratification of the reappointment of Grant Thornton LLP as the Company's independent registered public accountants and auditors for the fiscal year ending December 31, 2023.



For         Against Abstain   Broker Non-Votes
175,414,593 31,606  1,776,552 7,616,080

--------------------------------------------------------------------------------




Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.



     10.1     Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation
            Plan
    104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses