UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of report) May 27, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 |
Name of each exchange | ||
| (indicate by check mark) | ||||
| NYSE Texas |
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 |
The Company held its annual meeting of shareholders on May 21, 2026. The matters voted upon at the meeting and the results of such voting are set forth below:
| 1. | Election of Directors. The individuals set forth below were elected to the Board of Directors of the Company to serve one-year terms expiring at our 2027 annual meeting of shareholders by a majority of the votes cast by the shareholders present in person or by proxy and entitled to vote as follows: |
| Director | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Tracy E. Hart |
52,536,185.988 | 541,361.511 | 86,755.917 | 5,228,149.000 | ||||||||||||
| Deborah A. P. Hersman |
52,368,912.045 | 717,144.712 | 78,246.659 | 5,228,149.000 | ||||||||||||
| Michael G. Hutchinson |
51,816,334.620 | 1,266,178.823 | 81,789.973 | 5,228,149.000 | ||||||||||||
| Robert S. McAnnally |
52,558,021.154 | 534,977.096 | 71,305.166 | 5,228,149.000 | ||||||||||||
| Sanjay D. Meshri |
52,517,141.609 | 555,499.552 | 91,662.255 | 5,228,149.000 | ||||||||||||
| Pattye L. Moore |
51,849,708.568 | 1,228,828.858 | 85,765.990 | 5,228,149.000 | ||||||||||||
| Eduardo A. Rodriguez |
51,830,325.424 | 1,255,965.523 | 78,012.469 | 5,228,149.000 | ||||||||||||
| Yves C. Siegel |
52,535,743.131 | 559,700.780 | 68,859.505 | 5,228,149.000 | ||||||||||||
| 2. | Ratification of our Independent Auditor. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2026, was ratified by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows: |
| Votes For | Votes Against | Abstain | ||
| 57,586,251.467 | 733,188.569 | 73,012.380 |
| 3. | Amendment and Restatement of the Employee Stock Purchase Plan to Authorize an Additional 700,000 Shares of ONE Gas Common Stock for Issuance Under the Plan. The proposed amendment and restatement of the ONE Gas, Inc. Employee Stock Purchase Plan to authorize an additional 700,000 shares of ONE Gas, Inc. common stock for issuance under the plan was approved by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 52,792,722.505 | 263,118.064 | 108,462.847 | 5,228,149.000 |
| 4. | Advisory vote on Executive Compensation. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2026 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a majority of the voting power of the shareholders present in person or by proxy and entitled to vote as follows: |
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 51,731,901.856 | 1,258,420.038 | 173,981.522 | 5,228,149.000 |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ONE Gas, Inc. | ||||||
| Date: May 27, 2026 | By: | /s/ Brian K. Shore | ||||
| Brian K. Shore Vice President, Associate General Counsel & Secretary | ||||||