next-20240603


Delaware	001-36842	46-5723951
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Louisiana Street, Suite 3300
Houston, Texas		77002
(Address of principal executive offices)		(Zip code)

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 (see General Instruction A.2. below):


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

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Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.0001 par value

The Nasdaq Stock Market LLC

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).

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. o

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 3, 2024, 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 five 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.

On June 3, 2024, the Company held its 2024 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 four Class A directors to serve on the Company’s board of directors for terms until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until the earlier of their death, resignation or removal and one Class B director to serve on the Company’s board of directors for a term until the 2025 Annual Meeting of Stockholders or until the earlier of his death, resignation or removal.


Director Nominee	For	Against	Abstain	Broker Non-Votes
Matthew Schatzman - Class A director	188,671,949	902,397	46,444	19,470,049
Thibaud de Préval - Class A director	189,246,212	275,331	99,247	19,470,049
Avinash Kripalani - Class A director	188,405,051	1,041,044	99,695	19,470,049
William Vrattos - Class A director	165,431,755	24,088,864	100,171	19,470,049
Timothy Wyatt - Class B director	189,467,069	92,426	61,295	19,470,049

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.

Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants and auditors for the fiscal year ending December 31, 2024.

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.


			NEXTDECADE CORPORATION

			By:			/s/ Vera de Gyarfas
						Name: Vera de Gyarfas
						Title: General Counsel


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