XPLR Infrastructure (XIFR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2025, to elect four directors, ratify the appointment of Deloitte & Touche LLP as auditor, and hold a non-binding advisory vote on executive compensation.

• Unitholders as of February 24, 2025, are eligible to vote, with specific limitations on voting power for large holders.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for paper copies upon request.

Voting matters and shareholder proposals

• Proposals include election of four directors, auditor ratification, and a say-on-pay advisory vote.

• Board recommends voting FOR all proposals.

• Unitholders may submit proposals for the 2026 meeting by November 5, 2025, under Rule 14a-8.

Board of directors and corporate governance

• Board consists of seven members: four elected by unitholders, three appointed by the general partner.

• Board members bring diverse experience in finance, energy, and management.

• Three independent directors serve on the Audit and Conflicts Committees.

• Corporate governance documents were updated in October 2024 and February 2025.

• Board and committees met regularly in 2024, with 100% attendance.