Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
.
Class A Director
Effective as of June 4, 2019, the Board of Directors (the “
Board
”) of NextDecade Corporation (the “
Company
”) appointed
Taewon Jun as a Class A director of
the Board. Mr. Jun was nominated by HGC NEXT INV LLC (“
HGC
”) to
replace its previous director designee, Koo Yung Lee. HGC has the right to
designate a Class A director
to the Board
pursuant to that certain
Purchaser Rights Agreement, dated as of August 23, 2018, by and between the Company and HGC.
Mr. Jun will serve as a Class A director until the Company’s 2019 annual meeting of stockholders
(the “
Annual Meeting
”)
.
He is not expected to be named to any committees of the Board.
Since April 2019, Mr. Jun has served as a Senior Vice President of Hanwha Holdings (USA), Inc., a holding
company of various entities based in the United States. From July 2016 until March 2019, Mr. Jun served as an Executive Director of Morgan Stanley Private Equity Asia and, from June 2012 until June 2016, he served as a Senior Director of Mergers and Acquisitions Team at Hanwha Group Management and Planning Headquarters in Seoul, South Korea, a business conglomerate with its affiliates under operation of various industries including chemicals, energy, petrochemicals, solar, aerospace, and defense as well as finance, asset management, and hotel and resorts.
Mr. Jun received a Bachelor of Science in Business Administration from Korea University and a Master of Business Administration from the University of Pennsylvania.
Mr. Jun has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Class B Directors
As previously disclosed in the Company’s Preliminary Proxy Statement (the “
Preliminary Proxy Statement
”) filed in connection with the Annual Meeting,
the Board has nominated for election each of David Gallo, David Magid, and Eric S. Rosenfeld as Class B directors of the Company. On June 4, 2019, each of Messrs. Gallo, Magid, and Rosenfeld advised the Company that, if elected, he will serve until the earlier of (i) the date one year after the date of his election at the Annual Meeting and (ii) the date that is sixty (60) days after the date on which the Board affirmatively makes a final investment decision on the Company’s Rio Grande liquefied natural gas project located at the Port of Brownsville in southern Texas, at which point he will resign from the Board.
The prospective resignations of Messrs. Gallo, Magid, and Rosenfeld from the Board are not due to any disagreement with the Company.