UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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,
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (516 ) 268-7400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 15, 2021, the stockholders of New Fortress Energy Inc. (the “Company”) voted on the
matters described below:
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The Company’s stockholders elected two Class II directors, who comprise all the directors of such class, to serve until the 2024 Annual Meeting of Stockholders and until their
respective successors are duly elected or appointed and qualified. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this
proposal are summarized in the table below:
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes*
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David J. Grain
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152,504,920
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9,492,098
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3,692,188
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C. William Griffin
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152,473,516
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9,523,502
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3,692,188
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The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2021. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below:
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Votes For
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Votes Against
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Abstentions
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165,623,369
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61,574
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4,263
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The Company’s stockholders voted to approve, by a non-binding advisory basis, the compensation of its Named Executive Officers as described in the proxy statement. The numbers
of shares that voted for, against, abstained and represented broker non-votes with respect to this proposal are summarized in the table below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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161,844,456
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126,005
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26,557
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3,692,188
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The Company’s stockholders voted, by a non-binding advisory basis, for a frequency of three years for future advisory votes on Named Executive Officers’ compensation. The
numbers of shares that voted for one year, two years, three years, abstained and represented broker non-votes with respect to this proposal are summarized in the table below:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes*
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20,507,270
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33,437
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141,447,422
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8,889
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3,692,188
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Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the
beneficial owner and therefore is precluded by the rules of the Nasdaq Global Select Market (“Nasdaq”) from voting on a particular matter. Under Nasdaq rules, when a broker holding shares in “street name” does not receive voting
instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who do not receive instructions are not entitled to vote on the
election of directors, the compensation of its Named Executive Officers or the frequency of future advisory votes on Named Executive Officers’ compensation, but they are entitled to vote on the ratification of the appointment of the
independent registered public accounting firm.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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NEW FORTRESS ENERGY INC.
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Date: June 21, 2021
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By:
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/s/ Christopher S. Guinta
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Name: Christopher S. Guinta
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Title: Chief Financial Officer
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