New Fortress Energy (NFE) Proxy filing summary

Executive summary

• The proxy filing details a comprehensive restructuring transaction, including a separation into two independent companies (CoreCo and BrazilCo), a major recapitalization, and significant changes to the capital structure and governance.

• The restructuring involves the exchange of existing debt for new equity and debt instruments, including the issuance of CoreCo Convertible Preferred Stock, new term loans, and a reverse stock split.

• The transaction is expected to close by Q3 2026, subject to court and regulatory approvals, and is designed to address liquidity challenges and ensure the company's ability to continue as a going concern.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, approving Ernst & Young LLP as auditor, amending the certificate of incorporation (including board declassification, majority voting, minimum board size, officer exculpation, and reverse stock split), approving a stock issuance exceeding 20% of outstanding shares, amending the incentive plan, and authorizing adjournment if needed.

• All restructuring transaction proposals are interdependent and must be approved together for the transaction to proceed.

Board of directors and corporate governance

• The board will transition from a staggered to a declassified structure, with annual elections and a minimum of three directors.

• Post-restructuring, the board will be reconstituted with creditor-appointed directors, and the chairperson will be an independent director.

• Governance documents (certificate of incorporation and bylaws) are being amended and restated to reflect these changes.