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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

(Date of report) May 27, 2026

(Date of earliest event reported) May 21, 2026

 

 

ONE Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Oklahoma   001-36108   46-3561936
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification Number)

15 East Fifth Street

Tulsa, OK 74103

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code (918) 947-7000

 

 

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:

 

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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   OGS   New York Stock Exchange
(indicate by check mark)
    NYSE Texas

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).

Emerging growth company

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. ☐

 

 
 


Item 5.07

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on May 21, 2026. The matters voted upon at the meeting and the results of such voting are set forth below:

 

  1.

Election of Directors. The individuals set forth below were elected to the Board of Directors of the Company to serve one-year terms expiring at our 2027 annual meeting of shareholders by a majority of the votes cast by the shareholders present in person or by proxy and entitled to vote as follows:

 

Director    Votes For      Votes Against      Abstain      Broker Non-Votes  

Tracy E. Hart

     52,536,185.988        541,361.511        86,755.917        5,228,149.000  

Deborah A. P. Hersman

     52,368,912.045        717,144.712        78,246.659        5,228,149.000  

Michael G. Hutchinson

     51,816,334.620        1,266,178.823        81,789.973        5,228,149.000  

Robert S. McAnnally

     52,558,021.154        534,977.096        71,305.166        5,228,149.000  

Sanjay D. Meshri

     52,517,141.609        555,499.552        91,662.255        5,228,149.000  

Pattye L. Moore

     51,849,708.568        1,228,828.858        85,765.990        5,228,149.000  

Eduardo A. Rodriguez

     51,830,325.424        1,255,965.523        78,012.469        5,228,149.000  

Yves C. Siegel

     52,535,743.131        559,700.780        68,859.505        5,228,149.000  

 

  2.

Ratification of our Independent Auditor. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2026, was ratified by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows:

 

Votes For   Votes Against   Abstain
57,586,251.467   733,188.569   73,012.380

 

  3.

Amendment and Restatement of the Employee Stock Purchase Plan to Authorize an Additional 700,000 Shares of ONE Gas Common Stock for Issuance Under the Plan. The proposed amendment and restatement of the ONE Gas, Inc. Employee Stock Purchase Plan to authorize an additional 700,000 shares of ONE Gas, Inc. common stock for issuance under the plan was approved by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
52,792,722.505   263,118.064   108,462.847   5,228,149.000

 

  4.

Advisory vote on Executive Compensation. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2026 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
51,731,901.856   1,258,420.038   173,981.522   5,228,149.000


SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

      ONE Gas, Inc.
Date: May 27, 2026     By:  

/s/ Brian K. Shore

     

Brian K. Shore

Vice President, Associate General Counsel & Secretary