May 22, 2026
Wesley R. Edens
Chief Executive Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011
Re: New Fortress Energy Inc.
Preliminary Proxy on Schedule 14A
Filed May 8, 2026
File No. 001-38790
Dear Wesley R. Edens:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 3 The Charter Amendment Proposal, page 72
1. We note that your Charter Amendment Proposal contains Proposals 3A
through 3G, and
Proposal 3H that is "conditioned upon the receipt of the requisite vote
on Proposals 3A
through 3G," to approve the proposed Amended Certificate of
Incorporation, which
includes the approval of all other changes in the Amended Certificate of
Incorporation in
connection with replacing the Certificate of Incorporation with the
proposed Amended
Certificate of Incorporation. However, we note that your form of proxy
filed includes
Proposal 3 as one proposal for shareholders to vote upon. Please provide
your analysis as
to why you are not required to unbundle this proposal and provide
shareholders with
separate votes regarding the changes in Proposals 3A through 3G. Please
also clarify on
the form of proxy if any proposal is conditioned on the approval of any
other matter.
Please refer to Rule 14a-4(a)(3) of Regulation 14A and Questions 101.02
and 101.03 to
Exchange Act Rule 14a-4(a)(3) Questions and Answers of General
Applicability
(Unbundling under Rule 14a-4(a)(3) Generally), available on our website.
May 22, 2026
Page 2
We remind you that the company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Joshua Shainess