Form 8-K - Current report

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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): July 22, 2024

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: [phone]

(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

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2024, NextDecade Corporation (the “Company”) announced the appointment of Tarik Skeik as the Chief Operating Officer of the Company, effective July 24, 2024.

Prior to his appointment as the Chief Operating Officer of the Company, Mr. Skeik, 44, was a global project executive at ExxonMobil, where he worked since 2011. Mr. Skeik has over 20 years of experience delivering global complex mega projects in LNG, oil, and petrochemicals across North America, the Middle East and Asia. He led the completion and startup of six greenfield assets exceeding $50 billion in investments. His experience includes the planning and execution, through initial operation, of projects including the Huizhou Chemicals Complex in China, Gulf Coast Growth Ventures in the United States, Banyu Urip in Indonesia, Kearl Expansion in Canada, and QatarGas 2 in Qatar. Tarik has a Bachelor of Electrical Engineering degree from McGill University in Montreal, Canada.

In connection with his appointment as Chief Operating Officer of the Company, Mr. Skeik’s compensation package includes: (1) an annual base salary of $450,000; (2) eligibility for an annual discretionary bonus with a target of 90% of his annual base salary; and (3) an annual long-term incentive award with a value of $1,000,000 under the Company’s 2017 Omnibus Incentive Plan, as amended, which award may be subject to any performance criteria established by the Compensation Committee of the Board of Directors of the Company at the time of grant. There is no written employment agreement with Mr. Skeik and his employment is “at will.”

The appointment of Mr. Skeik to serve as the Chief Operating Officer of the Company was not made pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Skeik and any director or other executive officer of the Company. Mr. Skeik has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The information in this Item 7.01 of this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and, according to general instruction B.2. thereunder, the information in this Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act or the Exchange Act.

On July 22, 2024, the Company issued a press release regarding Mr. Skeik’s appointment as Chief Operating Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press Release issued by the Company on July 22, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 22, 2024

			NEXTDECADE CORPORATION
			By:			/s/ Vera de Gyarfas
						Name: Vera de Gyarfas
						Title: General Counsel

NextDecade Announces the Appointment of Tarik Skeik as Chief Operating Officer

HOUSTON -- (BUSINESS WIRE) - July 22, 2024 – NextDecade Corporation (NextDecade or the Company) (NASDAQ: NEXT), announced today that Tarik Skeik has been appointed Chief Operating Officer (COO) of the Company. In this role, Skeik will report to the Chairman and CEO, Matt Schatzman, and further enhance a management team with outstanding experience in major capital project delivery and operations as the Company works to deliver Phase 1 of Rio Grande LNG (RGLNG) safely, on schedule, and within budget, reach positive final investment decisions on RGLNG Trains 4 and 5, and advance its Next Carbon Solutions business.

Before his appointment as the COO of the Company, Mr. Skeik, 44, was a global project executive at ExxonMobil where he worked since 2011. Mr. Skeik has over 20 years of experience delivering global complex mega projects in LNG, oil and petrochemicals across North America, the Middle East and Asia. He led the completion and start-up of six greenfield assets exceeding $50 billion in investments. His experience includes the planning and execution through initial operation of projects including the Huizhou Chemicals Complex in China, Gulf Coast Growth Ventures in the U.S., Banyu Urip in Indonesia, Kearl Expansion in Canada, and QatarGas 2 in Qatar.

“With over 20 years of experience delivering mega energy projects around the globe, I’m excited to have Tarik join our team,” said NextDecade Chairman and CEO, Matt Schatzman. “Tarik brings a diverse set of skills that will help NextDecade transition from a successful development company into a world-class operating company.”

About NextDecade Corporation

NextDecade Corporation is an energy company accelerating the path to a net-zero future. Leading innovation in more sustainable LNG and carbon capture solutions, NextDecade is committed to providing the world access to cleaner energy. Through our subsidiaries Rio Grande LNG and NEXT Carbon Solutions, we are developing a 27 MTPA LNG export facility in South Texas along with one of the largest carbon capture and storage projects in North America. We are also working with third-party customers around the world to deploy our proprietary processes to lower the cost of carbon capture and storage and reduce CO2 emissions at their industrial-scale facilities. NextDecade’s common stock is listed on the Nasdaq Stock Market under the symbol “NEXT.” NextDecade is headquartered in Houston, Texas. For more information, please visit www.next-decade.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “guidance,” “forecast,” and "target," and other words and terms of similar expressions are intended to identify forward-looking statements, and these statements may relate to the business of NextDecade and its subsidiaries. These statements have been based on assumptions and analysis made by NextDecade in light of current expectations, perceptions of historical trends, current conditions and projections about future events and trends and involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. Although NextDecade believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that the expectations will prove to be correct. NextDecade’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in NextDecade’s periodic reports that are filed with and available from the Securities and Exchange Commission. Additionally, any development of subsequent trains at the Rio Grande LNG Facility or CCS projects remains contingent upon execution of definitive commercial and financing agreements, securing all financing commitments and potential tax incentives, achieving other customary conditions and making a final investment decision to proceed. The forward-looking statements in this press release speak as of the date of this release.

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NextDecade may from time to time voluntarily update its prior forward-looking statements, however, it disclaims any commitment to do so except as required by securities laws.

NextDecade Contacts

Investors

Megan Light

[e-mail]

832-981-6583

Media

Susan Richardson

[e-mail]

832-413-6400

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 22, 2024
Entity Registrant Name	NEXTDECADE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36842
Entity Tax Identification Number	46-5723951
Entity Address, Address Line One	1000 Louisiana Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	574-1880
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	NEXT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001612720

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