Form 8-K NORTHERN OIL & GAS, INC. For: May 21
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 (Date of earliest event reported): May 21, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code (952 ) 476-9800
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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
At the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 21, 2026, the stockholders voted on the following proposals. Each proposal is described in detail in the definitive proxy statement relating to the Annual Meeting.
Proposal One - Election of Directors
The following directors were elected based on the votes listed below:
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Bahram Akradi | 82,693,927 | 1,527,828 | 11,512,850 | |||||||||||||||||
| Lisa Bromiley | 83,044,417 | 1,177,338 | 11,512,850 | |||||||||||||||||
| Michael Frantz | 83,153,329 | 1,068,426 | 11,512,850 | |||||||||||||||||
| William Kimble | 82,964,115 | 1,257,640 | 11,512,850 | |||||||||||||||||
| Stuart Lasher | 83,511,275 | 710,480 | 11,512,850 | |||||||||||||||||
| Nicholas O'Grady | 83,772,877 | 448,878 | 11,512,850 | |||||||||||||||||
| Jennifer Pomerantz | 78,312,649 | 5,909,106 | 11,512,850 | |||||||||||||||||
Proposal Two - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026
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, 2026, based on the votes listed below:
| For | Against | Abstain | ||||||||||||
| 95,171,334 | 231,128 | 332,143 | ||||||||||||
Proposal Three - 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:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 80,671,263 | 2,986,714 | 563,778 | 11,512,850 | |||||||||||||||||
The above proposals submitted to vote of security holders at the Annual Meeting are described in more detail in the Company’s proxy statement relating to the Annual Meeting.
SIGNATURES
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 hereunto duly authorized.
| Date: May 26, 2026 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary | ||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT