Other Information
−Removed: On November 11, 2022, John W.
−Removed: Chisholm tendered his resignation as our Interim Chief Executive Officer and President.
−Removed: In connection therewith, the Board of Directors of the Company (the "Board") appointed Stephen C.
−Removed: Taylor as our Interim Chief Executive Officer and President as of November 11, 2022.
−Removed: In addition, the Board, through its Nominating Committee, is in the process of searching for a qualified, permanent Chief Executive Officer.
−Removed: Taylor is our Chairman of the Board and he will continue to serve in that capacity.
−Removed: Taylor served as our Chief Executive Officer and President for 17 years prior to his retirement in May 2022.
−Removed: Taylor will not receive any additional compensation for his services as our Interim Chief Executive Officer and President, although he will continue to receive the compensation and benefits set forth in the Retirement Agreement between Mr.
−Removed: Taylor and the Company dated May 17, 2022, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022.
−Removed: Taylor, 68, ws President and Chief Executive Officer of Natural Gas Services Group from January 2005 until his retirement from the positions effective May 17, 2022.
−Removed: He was elected as a Director of Natural Gas Services Group at the annual meeting of shareholders in June 2005.
−Removed: Effective January 1, 2006, Mr.
−Removed: Taylor was appointed Chairman of the Board.
−Removed: Immediately prior to joining Natural Gas Services Group, Mr.
−Removed: Taylor held the position of General Manager − US Operations for Trican Production Services, Inc.
−Removed: from 2002 through 2004.
−Removed: Taylor joined Halliburton Resource Management in 1976, becoming its Vice President − Operations in 1989.
−Removed: Beginning in 1993, he held multiple senior level management positions with Halliburton Energy Services until 2000 when he was elected Senior Vice President/Chief Operating Officer of Enventure Global Technology, LLC, a joint-venture deep water drilling technology company owned by Halliburton Company and Shell Oil Company.
−Removed: Taylor elected early retirement from Halliburton Company in 2002 to join Trican Production Services, Inc.
−Removed: Taylor holds a Bachelor of Science degree in Mechanical Engineering from Texas Tech University and a Master of Business Administration degree from the University of Texas at Austin.
The following exhibits are filed herewith or incorporated herein by reference, as indicated:
11 unchanged sentences
Taylor (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022.)
+Added: Severance Agreement and Release Between Natural Gas Services Group, Inc.
+Added: Chisholm dated December 21, 2022 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2022.)
The Executive Nonqualified Excess Plan Adoption Agreement, referred to as the Nonqualified Deferred Compensation Plan (Incorporated by reference to Exhibit 10.11 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.)
−Removed: Credit Agreement dated as of May 11, 2021, among the Natural Gas Services Group, Inc.
−Removed: and NGSG Properties, LLC, a Colorado limited liability company, the banks and other financial institutions identified therein as Lenders from time to time party thereto and Texas Capital Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Issuer.
−Removed: (Incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2021.)
−Removed: Pledge and Security Agreement dated as of May 11, 2021, among Natural Gas Services Group, Inc., the Loan Parties (as defined therein) and Texas Capital Bank, National Association, as Administrative Agent.
−Removed: (Incorporated by reference to Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2021.)
−Removed: Note dated as of May 11, 2021, by Natural Gas Services Group, Inc.
−Removed: in favor of Texas Capital Bank, National Association, as Lender.
−Removed: (Incorporated by reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2021.)
−Removed: Letter Agreement dated June 9, 2022 between Natural Gas Services Group, Inc.
−Removed: Chisholm (Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2022.)
+Added: Letter Agreement between Natural Gas Services Group, Inc.
+Added: Faircloth dated February 8, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k filed with the Securities and Exchange Commission on February 13, 2023.)
+Added: Amended and Restated Credit Agreement dated February 28, 2023, among Natural Gas Services Group, Inc., the other Loan Parties thereto, Texas Capital Bank, in its capacity as Administrative Agent and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023.)
+Added: Amended and Restated Pledge and Security Agreement dated February 28, 2023, among Natural Gas Services Group, Inc., the Grantors thereto, Texas Capital Bank, in its capacity as Administrative Agent, for the Lenders and other Secured Parties (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2023.)
+Added: A Cooperation Agreement, dated April 28, 2023, between Natural Gas Services Group, Inc.
+Added: and 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, pursuant to which the Company agreed to appoint Justin C.
+Added: Jacobs and Donald J.
+Added: Tringali to the Company’s Board of Directors.
+Added: In connection with the Agreement, on April 28, 2023, Leslie A.
+Added: Beyer resigned from the Company’s Board of Directors (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2023).
Certification of Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
9 unchanged sentences
* Filed herewith.
+Added: † Indicates a management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
1 unchanged sentence
/s/ Stephen C.
−Removed: Taylor /s/ Micah C.
−Removed: Taylor Micah C.
−Removed: Interim President and Chief Executive Officer Vice President and Chief Financial Officer
+Added: Taylor /s/ James D.
+Added: Taylor James D.
+Added: Interim President and Chief Executive Officer Interim Chief Financial Officer
(Principal Executive Officer) (Principal Accounting Officer)
−Removed: November 14, 2022 November 14, 2022
+Added: May 15, 2023 May 15, 2023
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.