ONE Gas, Inc.
For the period ended May 21, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 1, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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ONE Gas, Inc.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Mission, Strategy and Core Values
Mission –Why we exist
Delivering natural gas for a better tomorrow
Strategy –How we get there
| • | Engaged & high-performing workforce |
| • | Safe operations |
| • | Capital investments |
| • | Serving customers |
| • | Delivering foundational energy |
Core Values –Our Compass
SAFETY We are committed to operating safely and in an environmentally responsible manner.
ETHICS We are accountable to the highest ethical standards and are committed to compliance.
INCLUSION & DIVERSITY We embrace an inclusive and diverse culture that encourages trust, respect and collaboration.
SERVICE We provide exceptional service to our customers and support each other.
VALUE We create value for all stakeholders; our customers, employees, investors and communities.
April 1, 2026
Dear Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders of ONE Gas, Inc. on Thursday, May 21, 2026, at 9:00 a.m. (Central Daylight Time) to be held in a virtual-only meeting format with no physical location. Information on how to attend and participate virtually in the annual meeting is provided under “About the 2026 Annual Meeting” in the accompanying proxy statement. You will not be able to attend the annual meeting in person.
The matters to be considered and voted on at the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and are described in the accompanying proxy statement. A copy of our 2025 annual report to shareholders is also enclosed. A report on our 2025 performance will be presented at the meeting.
Whether or not you participate in the virtual Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for these convenient services are included in the proxy statement and the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.
If your shares are held by a broker, bank or other holder of record, unless you provide them with voting instructions, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker, bank or other holder of record in a timely manner to ensure that your shares will be voted. As always, we encourage you to vote your shares prior to the annual meeting.
Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy or voting instructions as soon as possible to ensure your shares will be voted.
It has been my privilege to serve as Chair of the Board of Directors of ONE Gas, Inc. After thoughtful consideration, I will retire from the Board at the conclusion of the 2026 Annual Meeting of Shareholders. Serving on the ONE Gas Board for the past 12 years has been a distinct honor and a privilege. I am deeply grateful for the opportunity to contribute alongside such dedicated colleagues to the continued success and stewardship of ONE Gas, Inc. The Company’s commitment to its core values has made my tenure both rewarding and inspiring. Together, we have strengthened governance practices, supported long-term strategic initiatives, and remained focused on creating sustainable value for our shareholders.
The board has engaged in a thoughtful succession process, and I am confident that Deborah Hersman is well prepared to assume the role of Chair. The Board remains committed to strong governance, continuity of leadership, and the Company’s long-term success.
On behalf of the Board of Directors, thank you for your investment in ONE Gas and your continued support.
With sincere appreciation,
JOHN W. GIBSON
Chair of the Board
ONE GAS, INC. NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| Date and time: | May 21, 2026, at 9:00 a.m. Central Daylight Time |
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| Virtual Meeting: | To register and participate in the live virtual Annual Meeting, please visit www.proxydocs.com/ogs. Please notethat you will need the control number included in your proxy card, voter instruction form or Notice of InternetAvailability to register for and to access the Annual Meeting. Participation registration is due by Wednesday,May 20, 2026, at 3:00 p.m. Central Daylight Time. |
| Items of business: | (1) To consider and vote on the election of eight director nominees named in the accompanying proxy statement to serve on our Board of Directors; (2) To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONE Gas, Inc. for the year ending December 31, 2026; (3) To consider and vote on approval of the amendment and restatement of the ESP Plan to authorize an additional 700,000 shares of ONE Gas, Inc. common stock for issuance under the plan; (4) To consider and vote on our executive compensation on a non-binding, advisory basis; and (5) To consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting. |
| These matters are described more fully in the accompanying proxy statement. | |
| Record date: | March 23, 2026. Only shareholders of record at the close of business on the record date are entitled to receivenotice of and to vote at the Annual Meeting. |
| Proxy voting: | YOUR VOTE IS IMPORTANT |
| Please vote your shares at your earliest convenience. Registered holders may vote (a) by internet prior to the Annual Meeting at www.proxydocs.com/ogs; (b) by internet during the Annual Meeting at www.proxydocs.com/ogs; (c) by toll-free telephone by calling 866-883-3382; or (d) by mail by completing your proxy card and returning it in the enclosed postage-paid envelope. If you hold your shares through an account with a brokerage firm, or in the name of a bank, trustee or other holder of record, please follow the instructions you receive from them to vote your shares. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement. Voting your shares promptly via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card will ensure the presence of a quorum at the meeting and save the expense of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting, if you desire to do so, as your proxy is revocable at your option. | |
| Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 21, 2026. This notice of Annual Meeting, proxy statement, form of proxy and our 2025 annual report to shareholders are being distributed and made available on or about April 1, 2026. This proxy statement and our 2025 annual report to shareholders are also available on our website at www.onegas.com. Additionally, you may access this proxy statement and our 2025 annual report at www.proxydocs.com/ogs. By order of the Board, Brian K. Shore Corporate Secretary Tulsa, Oklahoma April 1, 2026 |
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