Granite Ridge Resources (GRNT) Proxy filing summary

Executive summary

• A special meeting is scheduled for August 4, 2026, to vote on reincorporating from Delaware to Texas by conversion, with all related documents included in the proxy statement.

• The Board and a Special Committee, after extensive review, unanimously recommend reincorporation to Texas, citing alignment with operational headquarters, legal clarity, and cost savings.

• The reincorporation will not affect business operations, management, assets, or NYSE listing; each share will convert 1:1, and no exchange of stock certificates is required.

• The move is expected to reduce exposure to frivolous litigation, lower franchise tax costs, and provide a more predictable statutory legal framework.

• The reincorporation is not intended as an anti-takeover measure, and no legal proceedings are pending in Delaware.

Voting matters and shareholder proposals

• The sole proposal is to approve the reincorporation to Texas, including the plan of conversion and Texas reincorporation resolutions.

• Approval requires a majority of outstanding shares; abstentions count as votes against.

• The Board unanimously recommends voting FOR the proposal.

• Shareholders can vote online, by mail, or virtually at the meeting; street name holders must follow broker instructions.

• Future shareholder proposals will require higher ownership thresholds under Texas law (3% or $1 million in shares, held for at least six months).

Board of directors and corporate governance

• The Board formed a Special Committee of independent, disinterested directors to evaluate reincorporation options.

• Texas corporate law and the new Texas Business Court are expected to provide more predictable governance and litigation outcomes.

• The Texas Charter and Bylaws largely mirror the Delaware documents but include changes such as a 3% ownership threshold for derivative suits and a 50% threshold for shareholders to call special meetings.

• Directors and officers will continue in their roles post-reincorporation.