2 unchanged sentences
During the quarter covered by this Report, none of our directors or “officers” (as such term is defined in Rule16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
−Removed: Resignation of Board Member
−Removed: Effective as of August 7, 2023, Teresa Mattamouros resigned from her position as director of the Company and member of the Personnel & Compensation Committee of the Board.
−Removed: Mattamouros did not resign due to any disagreement with the Company on any matter relating to its operations, policies or practices.
−Removed: The Company thanks Ms.
−Removed: Mattamouros for her service to the Company and its stockholders.
−Removed: Appointment of Board Member
−Removed: Effective August 8, 2023, Nirav Shah was elected a director of the Company and a member of the Nominating, Governance & Sustainability Committee of the Board.
−Removed: Shah will serve as a Class III director with a term expiring at the Company’s third annual meeting of stockholders following the Company’s initial public offering.
−Removed: The Board has determined that Mr.
−Removed: Shah meets the independence standards established under the New York Stock Exchange corporate governance listing standards.
−Removed: There is no arrangement or understanding between Mr.
−Removed: Shah and any other person pursuant to which he was appointed to the Board or the Nominating, Governance & Sustainability Committee, and there are currently no transactions in which Mr.
−Removed: Shah has an interest requiring disclosure under Item 404(a) of Regulation S-K.
−Removed: There are no family relationships between Mr.
−Removed: Shah and any director or executive officer of the Company.
−Removed: In connection with Mr.
−Removed: Shah’s appointment to the Board, the Company entered into an indemnification agreement with Mr.
−Removed: Shah, pursuant to which the Company will indemnify Mr.
−Removed: Shah to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance certain expenses incurred as a result of any proceeding against him as to which he could be indemnified.
−Removed: The forgoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the indemnification agreement, which is filed herewith as Exhibit 10.11 and is incorporated into this Item 5 by reference.
3.1 Amended and Restated Certificate of Incorporation of Kodiak Gas Services, Inc.
18 unchanged sentences
333-271050) filed with the SEC on June 20, 2023).
−Removed: Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2023, among Frontier Intermediate Holding, LLC, Kodiak Gas Services, LLC, the other obligors party thereto, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent.
+Added: 10.7 Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2023, among Frontier Intermediate Holding, LLC, Kodiak Gas Services, LLC, the other obligors party thereto, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-41732) filed with the SEC on August 10, 2023).
10.8 Form of Indemnification Agreement between Kodiak Gas Services, Inc.
6 unchanged sentences
10.11 Indemnification Agreement, dated August 8, 2023, by and among Kodiak Gas Services, Inc.
−Removed: and Nirav Shah.
+Added: and Nirav Shah (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-41732) filed with the SEC on August 10, 2023).
+Added: Assumption, Ratification and Confirmation Agreement, dated as of June 29, 2023, by and among Kodiak Gas Services, Inc., Frontier Intermediate Holding, LLC, and JPMorgan Chase Bank, N.A., as administrative agent
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
3 unchanged sentences
Kodiak Gas Services, Inc.
−Removed: August 10, 2023
+Added: November 9, 2023
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: August 10, 2023
+Added: November 9, 2023
Executive Vice President and Chief Accounting Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.