Northern Oil & Gas (NOG) stockholders approve directors, auditor and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Northern Oil and Gas, Inc. held its Annual Meeting of Stockholders on May 21, 2026, where stockholders voted on director elections, auditor ratification, and executive pay.

All seven director nominees were elected. For example, Nicholas O’Grady received 83,772,877 votes for and 448,878 withheld, with 11,512,850 broker non-votes. Jennifer Pomerantz received 78,312,649 votes for and 5,909,106 withheld.

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 95,171,334 votes for, 231,128 against, and 332,143 abstentions. They also approved, on a nonbinding advisory basis, the compensation of named executive officers, with 80,671,263 votes for, 2,986,714 against, 563,778 abstentions, and 11,512,850 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Nicholas O’Grady director votes for: 83,772,877 votes Nicholas O’Grady votes withheld: 448,878 votes Jennifer Pomerantz votes for: 78,312,649 votes +5 more

8 metrics

Nicholas O’Grady director votes for 83,772,877 votes Election of directors, Annual Meeting

Nicholas O’Grady votes withheld 448,878 votes Election of directors, Annual Meeting

Jennifer Pomerantz votes for 78,312,649 votes Election of directors, Annual Meeting

Auditor ratification votes for 95,171,334 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Auditor ratification votes against 231,128 votes Ratification of Deloitte & Touche LLP

Say-on-pay votes for 80,671,263 votes Nonbinding advisory vote on executive compensation

Say-on-pay votes against 2,986,714 votes Nonbinding advisory vote on executive compensation

Broker non-votes on say-on-pay 11,512,850 votes Nonbinding advisory vote on executive compensation

Key Terms

Broker Non-Votes, independent registered public accounting firm, Nonbinding Advisory Vote, named executive officers, +1 more

5 terms

Broker Non-Votes financial

"Director Nominee | For | Withheld | Broker Non-Votes Bahram Akradi | 82,693,927 ..."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Nonbinding Advisory Vote regulatory

"Proposal Three - Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers"

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders regulatory

"At the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 21, 2026"

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Understanding 8-K Material Events →

05/26/2026 - 04:08 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

NORTHERN OIL AND GAS, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-33999	95-3848122
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4350 Baker Road, Suite 400 Minnetonka, Minnesota			55343
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (952) 476-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

NOG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 21, 2026, the stockholders voted on the following proposals. Each proposal is described in detail in the definitive proxy statement relating to the Annual Meeting.

Proposal One - Election of Directors

The following directors were elected based on the votes listed below:


Director Nominee	For	Withheld	Broker Non-Votes
Bahram Akradi	82,693,927	1,527,828	11,512,850
Lisa Bromiley	83,044,417	1,177,338	11,512,850
Michael Frantz	83,153,329	1,068,426	11,512,850
William Kimble	82,964,115	1,257,640	11,512,850
Stuart Lasher	83,511,275	710,480	11,512,850
Nicholas O'Grady	83,772,877	448,878	11,512,850
Jennifer Pomerantz	78,312,649	5,909,106	11,512,850

Proposal Two - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the votes listed below:


For	Against	Abstain
95,171,334	231,128	332,143

Proposal Three - Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting based on the votes listed below:


For	Against	Abstain	Broker Non-Votes
80,671,263	2,986,714	563,778	11,512,850

The above proposals submitted to vote of security holders at the Annual Meeting are described in more detail in the Company’s proxy statement relating to the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 26, 2026			NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Northern Oil and Gas (NOG) stockholders approve at the 2026 annual meeting?

Stockholders elected all director nominees, ratified Deloitte & Touche LLP as auditor, and approved executive compensation on an advisory basis. These votes confirm the existing board slate, external auditor, and pay program for named executive officers for the upcoming fiscal year.

How did Northern Oil and Gas (NOG) stockholders vote on the Deloitte & Touche LLP auditor ratification?

Stockholders strongly ratified Deloitte & Touche LLP, with 95,171,334 votes for, 231,128 against, and 332,143 abstentions. This approval confirms Deloitte & Touche LLP as Northern Oil and Gas’ independent registered public accounting firm for the fiscal year ending December 31, 2026.

What were the results of Northern Oil and Gas (NOG) say-on-pay vote for executive compensation?

Stockholders approved the nonbinding advisory vote on named executive officer compensation, with 80,671,263 votes for, 2,986,714 against, 563,778 abstentions, and 11,512,850 broker non-votes. This indicates overall support for the compensation package disclosed in the proxy statement.

Which Northern Oil and Gas (NOG) directors received the highest and lowest support in the 2026 vote?

Among nominees, Nicholas O’Grady received 83,772,877 votes for and 448,878 withheld, while Jennifer Pomerantz received 78,312,649 votes for and 5,909,106 withheld. All seven nominees nonetheless secured enough votes for election to the board of directors.

What does 'broker non-votes' mean in the Northern Oil and Gas (NOG) 2026 voting results?

Broker non-votes, totaling 11,512,850 on the director and say-on-pay items, represent shares held by brokers that did not receive voting instructions for non-routine proposals. These shares count for quorum but generally are not treated as votes for or against those proposals.

When was the Northern Oil and Gas (NOG) 2026 annual meeting held?

The Annual Meeting of Stockholders was held on May 21, 2026. At this meeting, stockholders voted on director elections, ratification of Deloitte & Touche LLP as auditor, and a nonbinding advisory resolution on named executive officer compensation.

Filing Exhibits & Attachments

3 documents