Natural Gas Services Group, Inc. Announces Cooperation Agreement with Mill Road Capital
01 Mayo 2023 - 6:00AM
Natural Gas Services Group, Inc. (NYSE:NGS)
(the “Company”), a leading provider of gas compression equipment
and services in the energy industry, today announced that it has
entered into a cooperation agreement with affiliated entities of
Mill Road Capital (“Mill Road”), which currently owns approximately
7.3% of the Company’s outstanding common shares. Under the
agreement, the Company appointed Justin C. Jacobs and Donald J.
Tringali to its Board of Directors (the “Board”) and agreed to
include Messrs. Jacobs and Tringali as part of the Company’s slate
of nominees for election to the Board at the 2023 annual meeting of
shareholders, which is scheduled to be held on June 15, 2023.
Stephen Taylor, interim CEO and President, will be nominated by the
Company to continue his service on the Board. The
Company also announces today that Leslie A. Beyer has informed the
Board of her decision to resign. With the appointment of
Messrs. Jacobs and Tringali, the Board has as of today filled the
two existing vacancies.
Under the terms of the cooperation agreement,
Mill Road has agreed to customary standstill and voting
commitments, among other provisions. The full agreement between the
parties will be filed with the U.S. Securities and Exchange
Commission on a Current Report on Form 8-K.
“The Company is committed to shareholder
engagement as well as longer-term opportunities to enhance
shareholder value and we look forward to Messrs. Jacobs and
Tringali becoming integral members of our Board,” said Stephen C.
Taylor, Interim Chief Executive Officer and President and Chairman
of the Board of the Company. “This is an important time for the
Company, and we are eager to benefit from the perspectives and
experience available from the whole board. We also thank Ms. Beyer
for her dedicated service and contributions to the Board since June
of 2020.”
“We believe in the significant opportunities in
front of NGS at this critical point in its history,” said Justin
Jacobs. “Don and I are committed to working constructively on the
Board and will focus on existing and potential initiatives that
drive shareholder value. We look forward to capitalizing on NGS's
competitive position and enhancing the value of the company's
shares.”
Biographies for Mill Road
Directors
Justin C. Jacobs
Justin C. Jacobs, 48, has more than 25 years of
experience as a public investor, private equity investor, operator,
and member of Boards of Directors; he also has significant
experience in turnaround situations. He is a Management Committee
Director of Mill Road Capital Management LLC, where he has worked
since 2005. Mill Road Capital Management is an investment firm
focused on investments in small, publicly traded companies. Mr.
Jacobs is currently a member of the Board of Directors of Swiss
Water Decaffeinated Coffee, Inc. and has previously served on
numerous public and private company boards. Mr. Jacobs holds a B.S.
from the McIntire School of Commerce at the University of
Virginia.
Donald J. Tringali
Donald J. Tringali 65, is an experienced
operating executive, corporate director, and business and financial
advisor. He currently serves as the Chief Executive Officer of
Augusta Advisory Group, a boutique financial and business
consulting firm providing a full range of executive, operations and
corporate advisory services to companies, a position he has held
since founding the firm in 2001. Mr. Tringali has extensive
experience serving as an executive officer and on the boards of
directors of public and private companies. Mr. Tringali began his
career as a corporate attorney in Los Angeles, where he represented
public and private companies in general business matters and
mergers and acquisitions transactions. Mr. Tringali holds a
Bachelor of Arts in Economics from UCLA and a Juris Doctor from
Harvard Law School.
About Natural Gas Services Group, Inc.
(NGS)
NGS is a leading provider of gas compression
equipment and services to the energy industry. The Company
manufactures, fabricates, rents, sells and maintains natural gas
compressors and flare systems for oil and natural gas production
and plant facilities. NGS is headquartered in Midland, Texas, with
fabrication facilities located in Tulsa, Oklahoma and Midland,
Texas, and service facilities located in major oil and natural gas
producing basins in the U.S. Additional information can be found at
www.ngsgi.com.
For Additional Information
Investor Relations
(432) 262-2700
ir@ngsgi.com
www.ngsgi.com
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