Tamboran Resources (TBN) Proxy filing summary

Executive summary

• Virtual annual meeting set for November 19, 2026; October 7, 2026 record date, with 15 proposals and Board recommendations of FOR on each.

• Proposals cover three director elections, auditor ratification, prior share issuance, executive and director equity awards, director fee capacity, and an ASX issuance waiver.

Voting matters and shareholder proposals

• Class III nominees Richard Stoneburner, David Siegel, and Phillip Pace would serve until the 2029 annual meeting; directors are elected separately by plurality of votes cast.

• Proposal 3 seeks ratification of 3,400,093 shares issued in the U.S. public offering; approval would restore ASX 15% placement capacity for future issuance.

• Proposal 4 seeks approval for up to 32,740 RSUs and 32,740 PSUs for CEO Todd Abbott; proposals 5–13 seek director RSUs worth $300,000 per fiscal year for three years per eligible director.

• Proposal 14 would raise the annual non-executive director cash-fee pool from $2.0 million to $2.7 million; approval does not require the full pool to be used.

• Proposal 15 seeks a one-year ASX waiver allowing equity issuance above the 15% limit without prior stockholder approval, subject to NYSE rules and U.S. securities laws.

Board of directors and corporate governance

• Eight of the ten directors are determined independent under NYSE standards; Richard Stoneburner is Board Chair and Todd Abbott is Managing Director and CEO.

• The Board held eight meetings in FY2026; each director attended at least 75% of Board and relevant committee meetings while serving.

• Four committees oversee audit and risk, compensation, nominations and governance, and sustainability; the Board conducts annual evaluations of itself, committees, and directors.

• Insider trading policy prohibits hedging transactions by covered persons and requires pre-clearance for officer, director, and employee securities transactions.