NextDecade Corp DEF 14AProxy Statements

Directors / Nominees

There are no cumulative voting rights in the election of directors or any other matter being voted upon and appraisal rights are not applicable to the matters being voted upon. Attendance Only stockholders of record or beneficial owners of Common Stock as of the Record Date may attend the Annual Meeting. Even if you plan to attend the Annual Meeting, the Company recommends that you also submit your voting instructions by proxy as described in this Proxy Statement so that your vote will be counted if you later decide not to attend the Annual Meeting. Quorum Except as may be otherwise required by law, the Certificate of Incorporation or the Company’s Amended and Restated Bylaws, as amended (the “ Bylaws ”), the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote and present at the Annual Meeting or represented by proxy shall constitute a quorum at a meeting of the stockholders. The person or persons whom the Company appoints to act as inspector(s) of election will determine whether a quorum exists. Shares of Common Stock represented by properly executed and returned proxies will be treated as present. Shares of Common Stock present or represented at the Annual Meeting that abstain from voting or that are the subject of broker non-votes will be counted as present for purposes of determining a quorum. How Your Proxy Will be Voted on Actions to be Taken The Board is soliciting a proxy in the enclosed form to provide you with an opportunity to vote on matters scheduled to come before the Annual Meeting whether or not you attend the Annual Meeting. Granting Your Proxy If you properly execute and return a proxy in the enclosed form, your shares of Common Stock will be voted as you specify. If you make no specifications, your proxy representing shares of Common Stock will be voted: • “FOR ” each of the proposed director nominees; • “FOR ” adoption of the amendment to the Company’s 2017 Omnibus Incentive Plan, as amended (the “ 2017 Equity Plan ”); • “FOR ” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and • “FOR ” the ratification of the reappointment of independent registered public accountants and auditors. The Company expects no matters to be presented for action at the Annual Meeting other than the items described in this Proxy Statement. By signing and return