Tamboran Resources (TBN) Proxy filing summary

Executive summary

• Virtual annual meeting set for Nov. 19, 2026; record date Oct. 7, 2026, with 15 proposals and Board recommendations FOR all.

• Agenda covers three director elections, auditor ratification, a prior share issue, executive and director equity awards, a higher director fee pool, and an ASX issuance waiver.

Voting matters and shareholder proposals

• Proposal 1 seeks election of Richard Stoneburner, David Siegel and Phillip Pace to three-year terms through the 2029 annual meeting; Board recommends FOR each.

• Proposal 2 seeks ratification of Ernst & Young for FY ending June 30, 2027; Proposal 3 seeks ratification of 3,400,093 shares issued in the U.S. public offering; FOR recommendations on both.

• Proposal 4 seeks approval for up to 32,740 RSUs and 32,740 PSUs for Todd Abbott; Proposals 5–13 seek director RSUs worth $300,000 per fiscal year for three years, in lieu of fees at each director’s election.

• Proposal 14 seeks an annual non-executive director cash fee pool increase from $2.0 million to $2.7 million; Proposal 15 seeks a one-year ASX waiver from the 15% issuance limit.

Board of directors and corporate governance

• Eight directors were determined independent under NYSE standards; Richard Stoneburner is Chairman 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 during their service period.

• Four committees oversee audit and risk, compensation, nominations and governance, and sustainability; annual Board, committee and individual director evaluations are administered by the Nominations & Governance Committee.

• A written ethics code applies to directors, executive officers and employees; insider trading procedures prohibit hedging and require pre-clearance for officers, directors and employees.