8-K
filed May 7, 2026, 7:59 PM ET
ticker KGS
CIK 0001767042
other
confidence high
sentiment neutral
materiality 0.40
Kodiak shareholders approve board declassification and supermajority removal
Kodiak Gas Services, Inc.
- Shareholders voted to phase in board declassification and eliminate supermajority voting at May 7, 2026 annual meeting.
- All three Class III director nominees elected: Terry Black Bonno, William L. Bullock Jr., Chris Drumgoole.
- Advisory say-on-pay passed with ~91% of votes cast in favor; 1-year frequency preferred.
- Ratification of BDO USA as auditor for FY2026 approved with 78.3M votes for, 66K against.
- Charter and bylaw amendments filed and effective May 7, 2026.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kodiak Gas Services, Inc.: Amended charter to phase in declassification of Board of Directors, eliminate supermajority voting requirements and other obsolete provisions (effective 2026-05-07).
- Change
- charter amendment
- Effective
- 2026-05-07
Exact text from the filing
At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Kodiak Gas Services, Inc. (the “Company”) held on May 7, 2026, the Company’s shareholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) phase in declassification of the Board of Directors (the “Board”) and (ii) eliminate certain supermajority voting requirements and other obsolete provisions.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kodiak Gas Services, Inc.: Amended bylaws conformingly to phase in declassification of Board of Directors and eliminate supermajority voting requirements and other obsolete provisions (effective 2026-05-07).
- Change
- bylaw amendment
- Effective
- 2026-05-07
Exact text from the filing
the Company’s Board of Directors also adopted conforming changes to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to phase in declassification of the Board of Directors and eliminate certain supermajority voting requirements and other obsolete provisions, which became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware (as amended and restated, the “Third Amended and Restated Bylaws”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Advisory, non-binding vote to approve the compensation of the Company's named executive officers for 2025.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
2. At the Annual Meeting, the results of the advisory, non-binding vote to approve the compensation of the Company’s named executive officers for 2025were as follows: For Against Abstain Broker Non-Vote 71,230,433 3,384,253 389,373 3,639,002
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Amend the Charter to eliminate certain supermajority voting requirements and other obsolete provisions.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
5. At the Annual Meeting, the results of the vote to amend the Charter to eliminate certain supermajority voting requirements and other obsolete provisions were as follows: For Against Abstain Broker Non-Vote 74,669,797 35,692 298,570 3,639,002
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers.
- Proposal
- say on pay frequency
- Outcome
- passed
Exact text from the filing
3. At the Annual Meeting, the results of the advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers as follows: 1 Year 2 Years 3 Years Abstain 71,872,324 7,855 2,804,409 319,471
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Election of three nominees as Class III directors until the 2029 annual meeting and until their successors are duly elected and qualified.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
1. At the Annual Meeting, the results of the vote to elect three nominees identified in the proxy statement to serve as Class III directors until the 2029 annual meeting and until their successors are duly elected and qualified were as follows: Nominee For Withhold Broker Non-Vote Terry Black Bonno 73,411,393 1,592,666 3,639,002 William L. Bullock, Jr. 74,879,870 124,189 3,639,002 Chris Drumgoole 74,883,649 120,410 3,639,002
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026 at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
Exact text from the filing
6. At the Annual Meeting, the vote to ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was as follows: For Against Abstain Broker Non-Vote 78,295,211 65,883 281,967 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Kodiak Gas Services, Inc. shareholders approved Amend the Charter to phase in declassification of the Board.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
4. At the Annual Meeting, the results of the vote to amend the Charter to phase in declassification of the Board were as follows: For Against Abstain Broker Non-Vote 74,668,837 37,186 298,036 3,639,002
View on SEC.gov
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