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

On June 17, 2021, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Natural Gas Service Group, Inc. (the "Company") granted its newly appointed Chief Financial Officer, Micah C. Foster, a restricted stock award totaling 5,000 shares of our common stock, as part of his compensation package. The closing price of the Company's common stock on June 17, 2021, was $10.93 per share. The stock shall vest over three years in equal tranches on the first, second and third anniversary dates of the grant.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 17, 2021, Natural Gas Services Group, Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting") at which three proposals were presented to shareholders for consideration: (1) the election of two Directors to serve until the Annual Meeting of Shareholders to be held in 2024, or until their successors are elected and qualified; (2) an advisory vote on executive compensation of the Company's named executive officers; and (3) a proposal to ratify the appointment of Moss Adams LLP as the Company's independent auditors for the year ending December 31, 2021. These proposals were described in detail in the Company's definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2021.

(1)Election of Directors: The nominees for election to the Board of Directors set forth below was elected by the shareholders by the following vote:



                                      Director Nominees
                         For               Against             Abstain        Broker Non-Votes

David L. Bradshaw     5,755,752           4,388,201            912,901           1,075,432
Nigel J. Jenvey       10,897,291           145,016             14,547            1,075,432

(2) Advisory Vote on the Executive Compensation of our Named Executive Officers: The advisory vote on the compensation of our named executive officers was recorded as follows:



       For          Against        Abstain        Broker Non-Votes

    2,328,819      6,720,519      2,007,516          1,075,432

(3) Ratification of Appointment of Independent Registered Public Accounting Firm: The proposal to ratify the appointment of Moss Adams LLP for 2021 as our independent registered public accounting firm was approved by the shareholders by the following vote:



        For            Against      Abstain

     11,843,761         4,146         284,379

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