Tamboran Resources (TBN) Proxy filing summary

Executive summary

• Virtual annual meeting set for Nov. 19, 2026; agenda includes 15 proposals, with the Board recommending FOR on each.

• Initial gas sales commenced in Sept. 2026; forward-looking risk disclosures cite no positive cash flow until at least 2028 and substantial capital needs.

• April 2026 equity raise totaled ~US$197.8M across the public offering and entitlement offers.

Voting matters and shareholder proposals

• Proposal 1 elects Richard Stoneburner, David Siegel and Phillip Pace as Class III directors for terms through the 2029 annual meeting; Board recommends FOR each.

• Proposals 2–3 seek Ernst & Young ratification for FY ending June 30, 2027, and ratification of 3,400,093 shares issued in the US public offering; Board recommends FOR both.

• Proposals 4–13 seek approval for Todd Abbott equity awards and up to US$300,000 in annual director-fee RSUs per eligible director for three years; Board recommends FOR.

• Proposals 14–15 seek to raise the annual non-executive director cash-fee pool from US$2.0M to US$2.7M and approve a one-year ASX Rule 7.1 waiver; Board recommends FOR both.

Board of directors and corporate governance

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

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

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

• Governance policies include a written ethics code, a ban on hedging company securities, and pre-clearance for securities transactions by officers, directors and employees.