Northern Oil & Gas, Inc. Files Definitive Proxy Statement

TL;DR

<b>Northern Oil & Gas, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

NORTHERN OIL & GAS, INC. (NOG) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filing date: April 11, 2024. Company ticker: NOG. Industry: Crude Petroleum & Natural Gas.

Why It Matters

For investors and stakeholders tracking NORTHERN OIL & GAS, INC., this filing contains several important signals. This filing provides shareholders with information regarding the company's annual meeting, including proposals to be voted on, executive compensation details, and director nominations. Shareholders will be asked to vote on matters such as the election of directors and the ratification of the independent registered public accounting firm, which are critical for corporate governance.

Risk Assessment

Risk Level: low — NORTHERN OIL & GAS, INC. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes that would indicate high risk.

Analyst Insight

Review the proxy statement to understand executive compensation, director nominees, and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024-04-11 — Filing Date (Date the DEF 14A was filed)
• 2023-12-31 — Fiscal Year End (The end date of the fiscal year being reported on)
• 001-33999 — SEC File Number (The SEC file number for the company)
• 953848122 — IRS Number (The company's IRS identification number)

Key Players & Entities

• NORTHERN OIL & GAS, INC. (company) — Filer name
• NOG (company) — Ticker symbol
• DEF 14A (filing) — Form type
• 2024-04-11 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• 0001104485-24-000105 (filing) — Accession number
• Minnetonka, MN (location) — Company address
• 1311 (industry_code) — Standard Industrial Classification

FAQ

Industry Context

Northern Oil & Gas operates in the Crude Petroleum & Natural Gas industry, focusing on the exploration, development, and production of oil and natural gas properties.

Regulatory Implications

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, which governs the content and distribution of proxy statements.

What Investors Should Do

1. Review executive compensation packages and any proposed changes.
2. Examine director nominees and their qualifications.
3. Understand any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure for annual meetings and does not represent a change from previous filings in terms of reporting format.

Key Financial Figures

• $0.001 — rized shares of common stock, par value $0.001 per share ("common stock"), from 135,00
• $15,000 — sements that are not expected to exceed $15,000 in the aggregate. None of the items p
• $100 million — ith an enterprise value of greater than $100 million or (ii) requiring stockholder approval

Filing Documents

• nog-20240411.htm (DEF 14A) — 954KB
• nog-20240411_g1.jpg (GRAPHIC) — 22KB
• nog-20240411_g2.jpg (GRAPHIC) — 12KB
• nog-20240411_g3.jpg (GRAPHIC) — 217KB
• nog-20240411_g4.jpg (GRAPHIC) — 263KB
• nog-20240411_g5.jpg (GRAPHIC) — 237KB
• nog-20240411_g6.jpg (GRAPHIC) — 274KB
• 0001104485-24-000105.txt (&nbsp;) — 3749KB
• nog-20240411.xsd (EX-101.SCH) — 5KB
• nog-20240411_def.xml (EX-101.DEF) — 6KB
• nog-20240411_lab.xml (EX-101.LAB) — 10KB
• nog-20240411_pre.xml (EX-101.PRE) — 5KB
• nog-20240411_htm.xml (XML) — 83KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8 PROPOSAL 1: ELECTION OF DIRECTORS 10 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 13 AUDIT COMMITTEE REPORT 15 PROPOSAL 3: APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK 16 PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 18

EXECUTIVE COMPENSATION 19

EXECUTIVE COMPENSATION 19 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43 FORM 10-K 44 HOUSEHOLDING 44 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 44 OTHER MATTERS 45 i Table of Contents NORTHERN OIL AND GAS, INC. 4350 Baker Road Suite 400 Minnetonka, Minnesota 55343 PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 23, 2024 THE ANNUAL MEETING We are furnishing you this proxy statement in connection with the solicitation of proxies by our board of directors (our "Board of Directors" or our "Board") in connection with the 2024 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the "company," "we," "our" or "us"), that will be held online at www.virtualshareholdermeeting.com/NOG2024, on Thursday, May 23, 2024 at 1:00 p.m. Central Time (the "Annual Meeting"). Definitive copies of this proxy statement and related proxy card, or a notice of internet availability, are first being sent on or about April 11, 2024 to all stockholders of record at the close of business on March 25, 2024 (the "record date"). On the record date, there were 101,044,071 shares of our common stock outstanding and entitled to vote at the Annual Meeting, which were held by approximately 216 holders of record. Quorum; Abstentions; Broker Non-Votes A quorum is necessary to hold a valid meeting. The presence (including virtually) in person or by proxy of holders representing a majority of the shares entitled to vote is required to constitute a quorum to hold the Annual Meeting. Based on the proposals to be voted upon, abstentions and broker non-votes will be counted as present for establishing a quorum. If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (the "NYSE"), brokers, banks an

View Full Filing

View this DEF 14A filing on SEC EDGAR