---
schema_version: "secwatch.filing_event.v1"
accession: "0001084991-23-000047"
form_type: "8-K"
ticker: "NGS"
cik: "0001084991"
company_name: "NATURAL GAS SERVICES GROUP INC"
filed_at: "2023-05-02T23:59:59+00:00"
generated_at: "2026-06-16T02:34:56.518083+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NGS settles with Mill Road Capital; appoints Jacobs and Tringali to board

## Summary
- Mill Road Capital (7.3% owner) enters cooperation agreement with NGS including standstill and voting commitments through 2025.
- Justin Jacobs and Donald Tringali appointed to board; Leslie Beyer resigns effective April 28, 2023.
- Annual meeting scheduled June 15, 2023; Jacobs and Tringali will be on NGS slate.
- Mill Road agrees not to compensate appointed directors and to vote for Board nominees.
- Cooperation terminates day after 2025 director nomination deadline unless extended.

## SEC filing metadata
- accession: 0001084991-23-000047
- form_type: 8-K
- ticker: NGS
- cik: 0001084991
- company_name: NATURAL GAS SERVICES GROUP INC
- filed_at: 2023-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/0001084991-23-000047-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/ngs-20230428.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001084991-23-000047
- JSON: https://secwatch.observer/filing/0001084991-23-000047.json
- Plain text: https://secwatch.observer/filing/0001084991-23-000047.txt

## Key facts
- Executive change
  Justin C. Jacobs was appointed as Director at NATURAL GAS SERVICES GROUP INC.
  - Action: appointed
  - Role: Director
  source text: On April 28, 2023, pursuant to the terms of the Cooperation Agreement, Justin C. Jacobs and Donald J. Tringali were appointed to the Board to fill the vacancies left by Ms. Beyer and John Chisholm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/0001084991-23-000047-index.htm
- Executive change
  Leslie A. Beyer resigned as Director at NATURAL GAS SERVICES GROUP INC.
  - Action: resigned
  - Role: Director
  source text: On April 28, 2023, Leslie A. Beyer resigned from the Board of Directors of the Company in connection with the execution of the Cooperation Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/0001084991-23-000047-index.htm
- Executive change
  Donald J. Tringali was appointed as Director at NATURAL GAS SERVICES GROUP INC.
  - Action: appointed
  - Role: Director
  source text: On April 28, 2023, pursuant to the terms of the Cooperation Agreement, Justin C. Jacobs and Donald J. Tringali were appointed to the Board to fill the vacancies left by Ms. Beyer and John Chisholm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/0001084991-23-000047-index.htm
- Material Agreements
  NATURAL GAS SERVICES GROUP INC entered into Cooperation Agreement with Mill Road Capital III, LP and Mill Road Capital III GP LLC (effective 2023-04-28).
  - Action: entry
  - Counterparty: Mill Road Capital III, LP and Mill Road Capital III GP LLC
  - Effective: 2023-04-28
  source text: On April 28, 2023, Natural Gas Services Group, Inc. (the “ Company ”) entered into a Cooperation Agreement (the “ Agreement ”) with Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership, and Mill Road Capital III GP LLC, a Cayman Islands limited liability company (such parties collectively, the “ Mill Road Parties ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1084991/000108499123000047/0001084991-23-000047-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.