--- schema_version: "secwatch.filing_event.v1" accession: "0001749723-26-000094" form_type: "8-K" ticker: "NFE" cik: "0001749723" company_name: "New Fortress Energy Inc." filed_at: "2026-06-17T20:25:52+00:00" generated_at: "2026-06-17T20:27:18.113235+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # New Fortress Energy shareholders approve 1-for-50 reverse split, charter amendments in restructuring ## Summary - Stockholders approved a 1-for-50 reverse split of Class A common stock with 221,585,026 votes for. - Charter amendments approved to remove staggered board and elect directors by majority vote. - Amended and Restated 2019 Omnibus Incentive Plan approved, effective upon restructuring closing. - Class I directors Charles M. Sledge and Katherine E. Wanner elected to terms until 2029. - Ernst & Young ratified as independent auditor for fiscal year 2026. ## SEC filing metadata - accession: 0001749723-26-000094 - form_type: 8-K - ticker: NFE - cik: 0001749723 - company_name: New Fortress Energy Inc. - filed_at: 2026-06-17T20:25:52+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/nfe-20260617.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001749723-26-000094 - JSON: https://secwatch.observer/filing/0001749723-26-000094.json - Plain text: https://secwatch.observer/filing/0001749723-26-000094.txt ## Key facts - Shareholder Votes New Fortress Energy Inc. shareholders approved Approval of potential issuance of shares of Class A common stock in excess of 20% of outstanding Class A common stock in connection with Restructuring Transaction (Nasdaq Listing Rule 5635(d)). - Outcome: passed source text: 4. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d) and for all other relevant purposes, the potential issuance of shares of the Company’s Class A common stock in excess of 20% of the Company’s outstanding Class A common stock in connection with the Restructuring Transaction described in the Proxy Statement. Votes For Votes Against Abstentions Broker Non-Votes 185,211,048 2,760,542 415,006 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Election of two Class I directors to serve until the 2029 Annual Meeting. - Proposal: director election - Outcome: passed source text: 1. The Company’s stockholders elected two Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected or appointed and qualified. Director Nominee Votes For Votes Withheld Broker Non-Votes Charles M. Sledge 181,631,718 6,754,878 41,290,053 Katherine E. Wanner 177,661,748 10,724,848 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Provide that holders of Class A common stock will not be entitled to vote on any amendment to the Charter that relates solely to terms of one or more outstanding series of preferred stock or other classes or series if such holders are entitled to vote thereon. - Proposal: charter amendment - Outcome: passed source text: d. To provide that holders of the Company’s Class A common stock will not be entitled to vote on any amendment to the Charter (including any designation of capital stock) that relates solely to the terms of one or more outstanding series of shares of preferred stock or other classes or series of capital stock if the holders of such affected classes or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote thereon pursuant to the Charter (including any designation of capital stock) or pursuant to the General Corporation Law of the State of Delaware. Votes For Votes Against Abstentions Broker Non-Votes 177,151,594 10,800,874 434,128 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Provide for election of directors by a majority of the total votes that may be cast in the election of directors by holders of all issued and outstanding shares of the Company entitled to vote. - Proposal: charter amendment - Outcome: passed source text: b. To provide for the election of directors by a majority of the total votes that may be cast in the election of directors by holders of all issued and outstanding shares of the Company entitled to vote. Votes For Votes Against Abstentions Broker Non-Votes 187,197,237 748,145 441,214 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Remove existing staggered board. - Proposal: charter amendment - Outcome: passed source text: a. To remove the existing staggered board. Votes For Votes Against Abstentions Broker Non-Votes 187,111,180 714,383 561,033 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Provide for exculpation of certain officers from liability to the extent permitted by Delaware law. - Proposal: charter amendment - Outcome: passed source text: e. To provide for exculpation of certain of the Company’s officers from liability to the extent permitted by Delaware law, substantially aligning the protections for the Company’s officers with those currently afforded to the Company’s directors. Votes For Votes Against Abstentions Broker Non-Votes 178,395,086 9,538,232 453,278 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Increase the minimum size of the Board from one director to three directors. - Proposal: charter amendment - Outcome: passed source text: c. To increase the minimum size of the Board from one director to three directors. Votes For Votes Against Abstentions Broker Non-Votes 226,128,535 2,972,485 575,629 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Remove any and all references to shares of Class B common stock, including the terms associated with such stock. - Proposal: charter amendment - Outcome: passed source text: f. To remove any and all references to shares of the Company’s Class B common stock, including the terms associated with such stock. Votes For Votes Against Abstentions Broker Non-Votes 186,779,364 903,292 703,940 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Approve the Amended Charter conditioned upon receipt of requisite vote on proposals 3a through 3g. - Proposal: charter amendment - Outcome: passed source text: h. Conditioned upon the receipt of the requisite vote on proposals 3a through 3g, to approve the Amended Charter, which includes the approval of all other changes in the Amended Charter in connection with replacing the Charter with the Amended Charter. Votes For Votes Against Abstentions Broker Non-Votes 177,980,513 9,774,377 631,706 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Effect a reverse split of issued and outstanding shares of Class A common stock at a ratio of 1-for-50. - Proposal: reverse split - Outcome: passed source text: g. To effect a reverse split of the issued and outstanding shares of the Company’s Class A common stock at a reverse split ratio of 1-for-50. Votes For Votes Against Abstentions Broker Non-Votes 221,585,026 7,209,986 881,637 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Approval of amendment and restatement of the Company's 2019 Omnibus Incentive Plan in connection with the Restructuring Transaction. - Proposal: equity plan - Outcome: passed source text: 5. The Company’s stockholders approved an amendment and restatement of the Company’s 2019 Omnibus Incentive Plan in connection with the Restructuring Transaction described in the Proxy Statement. Votes For Votes Against Abstentions Broker Non-Votes 181,273,942 6,552,257 560,397 41,290,053 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm - Shareholder Votes New Fortress Energy Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-12-31 source text: 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes For Votes Against Abstentions 227,490,080 1,255,435 931,134 evidence_url: https://www.sec.gov/Archives/edgar/data/1749723/000174972326000094/0001749723-26-000094-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.