NextDecade Corp. Announces Executive and Board Changes

TL;DR

NextDecade shakes up leadership: new CLO, 3 board members join, some execs out. Big governance moves.

AI Summary

NextDecade Corporation announced on June 4, 2025, several key executive and board changes. These include the appointment of Emily L. Lorsch as Chief Legal Officer and Corporate Secretary, and the election of three new directors: Christopher A. Smith, David L. Miller, and Robert B. Carter. Additionally, the company reported on the departure of certain officers and directors and provided updates on compensatory arrangements.

Why It Matters

These leadership and board changes at NextDecade Corporation could signal shifts in strategic direction or governance, impacting investor confidence and future operational plans.

Risk Assessment

Risk Level: medium — Changes in key executive and board positions can introduce uncertainty regarding future strategy and operational stability.

Key Numbers

• 001-36842 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-5723951 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• NextDecade Corporation (company) — Registrant
• Emily L. Lorsch (person) — Appointed Chief Legal Officer and Corporate Secretary
• Christopher A. Smith (person) — Elected as Director
• David L. Miller (person) — Elected as Director
• Robert B. Carter (person) — Elected as Director
• Harmony Merger Corp. (company) — Former Company Name

FAQ

From the Filing

0001628280-25-029743.txt : 20250605 0001628280-25-029743.hdr.sgml : 20250605 20250605171313 ACCESSION NUMBER: 0001628280-25-029743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250604 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250605 DATE AS OF CHANGE: 20250605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NextDecade Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] ORGANIZATION NAME: 01 Energy & Transportation EIN: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 251028119 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135741880 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 3900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Harmony Merger Corp. DATE OF NAME CHANGE: 20140703 8-K 1 next-20250604.htm 8-K next-20250604 FALSE 0001612720 0001612720 2024-06-03 2024-06-03 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): June 4, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 1000 Louisiana Street , Suite 3300 Houston , Texas 77002 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: ( 713 ) 574-1880 (Former Name or Former Address, if Changed Since Last Report) 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 (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o 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 Name of each exchange on which registered: Common Stock, $0.0001 par value NEXT The Nasdaq Stock Market LLC 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 o 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. o Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed in Item 5.07 below, on June 4, 2025, the stockholders of NextDecade Corporation (the “ Company ”) approved an amendment (the “ Amendment ”) to the Company's 2017 Omnibus Incentive Compensation Plan to increase the maximum number of shares available under such plan by an additional five million shares. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on F