Granite Ridge Resources (GRNT) Proxy filing summary

Executive summary

• A special meeting is called to approve reincorporation from Delaware to Texas, including a plan of conversion and new Texas governance documents.

• The board and a special committee of independent directors unanimously recommend the move, 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 to Texas common stock.

• The board may delay or abandon the reincorporation if deemed in the best interests of shareholders prior to effectiveness.

Voting matters and shareholder proposals

• Only one proposal is on the agenda: approval of the Texas reincorporation, plan of conversion, and related resolutions.

• A majority of outstanding shares is required for approval; abstentions count as votes against.

• Shareholders can vote online, by mail, or virtually at the meeting; street name holders need a legal proxy to vote virtually.

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

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms.

• Vacancies may be filled by the board or shareholders, with limits on board appointments between annual meetings.

• The Texas charter and bylaws closely mirror Delaware documents but reflect Texas law, including exclusive forum provisions and director liability limitations.