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

On June 16, 2022, Natural Gas Services Group, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") at which three proposals were presented to shareholders for consideration: (1) the election of one Director to serve until the Annual Meeting of Shareholders to be held in 2025, or until his successor is elected and qualified; (2) a non-binding advisory vote on executive compensation of the Company's named executive officers; and (3) an amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan by 650,000.

Record holders of voting common stock at the close of business on April 14, 2022 (the "Record Date") were entitled to vote at the Annual Meeting. On the Record Date, there were 12,561,408 shares of voting common stock outstanding and entitled to vote. In total, 10,836,978 shares of Company voting common stock were represented at the Annual Meeting, which represented approximately 86.27% of the shares outstanding and entitled to vote as of the Record Date. The proposals were described in detail in the Company's definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 18, 2022.

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



  Director Name           For         Withheld        Broker Non-Votes

 John W. Chisholm      8,020,347      2,038,130           778,501

(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

 4,390,135      4,709,361       958,981            778,501

(3) Approval of Amendment to Increase the Reserved Shares under the 2019 Equity Incentive Plan by 650,000 shares: The vote to amend the 2019 Equity Incentive Plan was approved as follows:



    For          Against        Abstain        Broker Non-Votes

 8,670,424      1,373,682       14,371             778,501

The notice of the Annual Meeting and Proxy Statement included a fourth proposal to ratify the appointment of Moss Adams LLP as the Company's independent auditors for the year ending December 31, 2022; however, on May 26, 2022, Moss Adams notified us of its resignation. Thus, no vote was held on this proposal at the Annual Meeting. The Company is in the process of identifying and interviewing a replacement independent registered public accounting firm and will report in a Current Report on Form 8-K the identity of the new audit firm upon its hiring.

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