---
schema_version: "secwatch.filing_event.v1"
accession: "0001104485-23-000099"
form_type: "8-K"
ticker: "NOG"
cik: "0001104485"
company_name: "NORTHERN OIL & GAS, INC."
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T12:32:49.863634+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# NOG shareholders approve 3M share increase in equity plan, re-elect all directors

## Summary
- Plan amendment adds 3,000,000 shares; term extended to May 25, 2033.
- Annual equity award limit for non-employee directors set at $1,000,000.
- All six director nominees elected; Deloitte & Touche ratified as auditor.
- Advisory say-on-pay vote passed; board will hold annual vote moving forward.

## SEC filing metadata
- accession: 0001104485-23-000099
- form_type: 8-K
- ticker: NOG
- cik: 0001104485
- company_name: NORTHERN OIL & GAS, INC.
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/nog-20230525.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104485-23-000099
- JSON: https://secwatch.observer/filing/0001104485-23-000099.json
- Plain text: https://secwatch.observer/filing/0001104485-23-000099.txt

## Key facts
- Shareholder Votes
  NORTHERN OIL & GAS, INC. shareholders approved Nonbinding Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Officer Compensation.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: Proposal Five - Nonbinding Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Officer Compensation The stockholders expressed a preference for an annual nonbinding advisory vote on the compensation of the Company’s named executive officers based on the votes listed below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm
- Shareholder Votes
  NORTHERN OIL & GAS, INC. shareholders approved Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: Proposal Four - 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm
- Shareholder Votes
  NORTHERN OIL & GAS, INC. shareholders approved Election of Directors.
  - Proposal: director election
  - Outcome: passed
  source text: Proposal One - Election of Directors The following directors were elected based on the votes listed below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm
- Shareholder Votes
  NORTHERN OIL & GAS, INC. shareholders approved Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 at the 2023-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-31
  source text: Proposal Two - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 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, 2023, based on the votes listed below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm
- Shareholder Votes
  NORTHERN OIL & GAS, INC. shareholders approved To add Shares to and Approve an Amended and Restated 2018 Equity Incentive Plan.
  - Proposal: equity plan
  - Outcome: passed
  source text: Proposal Three - To add Shares to and Approve an Amended and Restated 2018 Equity Incentive Plan The stockholders approved the Amended Plan based on the votes listed below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104485/000110448523000099/0001104485-23-000099-index.htm

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