NEXTDECADE CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal: Avinash Kripalani

The 49 asset managers below reported 12,308,544 for, 81,522 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal: William Vrattos

The 49 asset managers below reported 3,268,597 for, 9,121,469 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal: Timothy Wyatt

The 49 asset managers below reported 12,390,066 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal: Thibaud de Preval

The 48 asset managers below reported 12,323,866 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 48 asset managers. See all 48 in the interactive database.

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal: Matthew Schatzman

The 36 asset managers below reported 9,497,832 for, 8,558 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

Description as filed by funds: To elect four Class A 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, and to elect one Class B director, previously elected by the Board, to serve the remainder of his term as a Class B director ending in 2025 or until his successor is duly elected and qualified or until the earlier of his death, resignation or removal Matthew K. Schatzman

NEXTDECADE CORP.’s own tally for this item (“Elect Director: Matthew Schatzman - Class A director”): 188,671,949 for, 902,397 against, per its Form 8-K filed June 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 13 asset managers below reported 2,883,676 for.

Description as filed by funds: To approve the adjourment of the Special Meeting by the chairman therof to a later date, if necessary, for the purpose of soliciting additional proxies is favor of the Private Placement Proposal, in the event the Company does not receive the requisite stockholder votes to approve the Private Placement Proposal (the "Adjourment Proposal")

The 13 asset managers below reported 3,017,943 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve the issuance of an aggregate of up to 14,830,994 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), which, combined with the 8,026,165 shares of Common Stock issued on June 14, 2023 and 22,072,103 shares of Common Stock issued on July 27, 2023, would result in the issuance of more than 20% of our outstanding Common Stock at a discount to the "Minimum Price," as defined under the applicable rules of the Nasdaq Stock Market LLC ("Nasdaq"), which under Nasdaq rules requires us to obtain stockholder approval (the "Private Placement Proposal); and

NEXTDECADE CORP.’s own tally for this item (“1. Vote to approve the issuance of up to 14,830,994 shares of the Common Stock to the Purchaser for aggregate consideration of $69,399,261.77 million”): 155,795,927 for, 475,504 against, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 30 asset managers below reported 5,220,251 for.

Showing the 25 largest of 30 asset managers. See all 30 in the interactive database.

Description as filed by funds: To aoporve the issuance of an aggregate of up to 14,830,994 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), which combined with the 8.026,165 shares of Common Stock issued on June 14,2023 and 22,072,103 shares of Common Stock issued on July 27,2023 would result in rhe issuance of more than 20% of our outstanding Common Stock at a discount to the "Minimum Price," as defined under the application rules of the Nasdaq Stock Market LLC ("Nasdaq"), which under Nasdaq rules requires us to obtain stockholder approval (the "Private Placement Proposal")

NEXTDECADE CORP.’s own tally for this item (“1. Vote to approve the issuance of up to 14,830,994 shares of the Common Stock to the Purchaser for aggregate consideration of $69,399,261.77 million”): 155,795,927 for, 475,504 against, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 13 asset managers below reported 3,017,943 for.

Description as filed by funds: To approve the issuance of an aggregate of up to 14,830,994 shares of Company s common stock, par value $0.0001 per share ( Common Stock ), which, combined with the 8,026,165 shares of Common Stock issued on 06/14/2023 & 22,072,103 shares of Common Stock issued on 07/27/2023, would result in the issuance of more than 20% of our outstanding Common Stock at a discount to the Minimum Price, as defined under applicable rules of the Nasdaq Stock Market LLC ( Nasdaq ), which under Nasdaq rules requires us to obtain stockholder approval ( Private Placement Proposal )

NEXTDECADE CORP.’s own tally for this item (“1. Vote to approve the issuance of up to 14,830,994 shares of the Common Stock to the Purchaser for aggregate consideration of $69,399,261.77 million”): 155,795,927 for, 475,504 against, per its Form 8-K filed September 8, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 5 asset managers below reported 1,086,679 for.

Description as filed by funds: To approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies in favor of the Private Placement Proposal, in the event the Company does not receive the requisite stockholder votes to approve the Private Placement Proposal (the "Adjournment Proposal").

NEXTDECADE CORP.’s own tally for this item (“2. A vote to adjourn the Special Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies in favor of Proposal 1 in the event the Company did not receive the requisi”): 155,090,070 for, 1,111,608 against — passed, per its Form 8-K filed September 8, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: A vote to adjourn the Special Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies in favor of Proposal 1 in the event the Company did not receive the requisite stockholder votes to approve the Proposal 1”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 6,267,163 for, 40,103 against.

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's 2017 Omnibus Incentive Plan, as amended, to increase the maximum number of shares available under such plan;

NEXTDECADE CORP.’s own tally for this item (“2. Approval of an amendment to the NextDecade Corporation 2017 Omnibus Incentive Plan to increase the maximum number of shares available under such plan”): 179,078,118 for, 10,398,499 against, per its Form 8-K filed June 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 49 asset managers below reported 11,524,841 for, 865,225 against.

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.

Description as filed by funds: To approve, on an advisory vote on compensation of the Company's named executive officers; and

NEXTDECADE CORP.’s own tally for this item (“3. Advisory vote on the compensation of the Company's named executive officers”): 181,260,426 for, 8,209,927 against, per its Form 8-K filed June 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 49 managers: 9,258,863 for, 3,131,203 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 102 managers: 81,938,879 for, 5,050,952 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

NEXTDECADE CORP.’s own tally for this item (“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”): 208,955,154 for, 82,409 against, per its Form 8-K filed June 3, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 49 asset managers below reported 12,390,066 for.

Showing the 25 largest of 49 asset managers. See all 49 in the interactive database.