Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders for NORTHERN OIL & GAS, INC. held on May 21, 2026. The filing details the outcomes of three proposals submitted to security holders: the election of directors, the ratification of the independent auditor, and a nonbinding advisory vote on executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Proposal One: Election of Directors
All seven nominees were elected. The voting breakdown is as follows:
| 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 Auditor
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- For: 95,171,334
- Against: 231,128
- Abstain: 332,143
Proposal Three: Executive Compensation (Say-on-Pay)
Stockholders approved the compensation of Named Executive Officers on a nonbinding advisory basis.
- For: 80,671,263
- Against: 2,986,714
- Abstain: 563,778
- Broker Non-Votes: 11,512,850
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document serves solely to disclose the voting outcomes of the Annual Meeting.
Investor Verification Checklist
- Verify the definitive proxy statement for detailed biographies of the elected directors and the specific compensation packages approved.
- Confirm the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review the "Withheld" votes for Jennifer Pomerantz, which were significantly higher (5,909,106) than for other directors, to understand potential shareholder concerns.
- Check subsequent filings for the official appointment of Deloitte & Touche LLP for the 2026 fiscal year.