Tellurian Inc.

10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:20

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 3, 2024, Tellurian Inc. ("Tellurian" or the "Company") convened a special meeting of the Company's stockholders (the "Special Meeting"). Following the approval of the adjournment proposal described below, the Special Meeting was adjourned until October 4, 2024 and the merger agreement proposal and the non-binding merger-related compensation proposal described below were approved at the reconvened meeting. Holders of 893,878,455 shares of Tellurian common stock and 6,123,782 shares of Tellurian Series C convertible preferred stock (the "preferred stock") issued and outstanding at the close of business on the record date of August 26, 2024 were entitled to vote at the Special Meeting, of which 563,002,947 shares of Tellurian common stock or preferred stock, or approximately 62.6% of those entitled to vote, were represented in person or by proxy at the Special Meeting.

The certified results of the matters voted upon at the Special Meeting, which are more fully described in the Company's proxy statement, filed with the Securities and Exchange Commission on August 27, 2024, for the Special Meeting (the "Transaction Proxy Statement"), are as follows:

Adjournment Proposal

One or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal was approved.

For Against Abstain
475,687,617 65,387,985 21,677,345

Merger Agreement Proposal

The adoption of the Agreement and Plan of Merger, dated as of July 21, 2024, by and among Woodside Energy Holdings (NA) LLC, Tellurian, and Woodside Energy (Transitory) Inc. (the "Merger Agreement") was approved.

For Against Abstain
513,557,986 45,913,891 3,531,070

Nonbinding Merger-Related Compensation Proposal

The compensation that will or may become payable to the Company's named executive officers in connection with the merger of Woodside Energy (Transitory) Inc. with and into the Company, with the Company surviving such merger (the "Merger"), was approved on a nonbinding advisory basis.

For Against Abstain
323,889,798 211,207,343 27,655,806