XPLR Infrastructure (XIFR) Proxy filing summary

Executive summary

• The annual meeting will be held on May 6, 2026, to elect four directors, ratify the auditor, approve executive compensation by advisory vote, and approve an amended long-term incentive plan.

• Voting is limited by 5% and 10% thresholds to prevent concentration of control, with special rules for large holders.

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

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Four directors are nominated for election; three are appointed by the general partner.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026 is proposed.

• Advisory say-on-pay vote on executive compensation is included.

• Approval of the Amended and Restated 2024 Long Term Incentive Plan, increasing available units and setting vesting rules.

• Shareholders may submit proposals for the 2027 meeting by November 26, 2026.

Board of directors and corporate governance

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

• Board members have diverse backgrounds in finance, energy, and management.

• Three non-employee directors are independent under NYSE standards.

• The Board separates the roles of CEO and Chairman and holds regular executive sessions.

• Standing committees include Audit and Conflicts Committees; no compensation or nominating committee is required.

• Proxy access allows groups holding 10% of voting power for three years to nominate up to two directors.