New Fortress Energy Inc

Proposal 3 is a multi-part charter amendment seeking shareholder approval to adopt a revised Amended and Restated Certificate of Incorporation as part of the Company’s broader Restructuring Transaction. The amendment package (Proposals 3A–3H) would: (i) remove the board’s current classified staggered structure and transition to annual elections (3A), (ii) replace plurality voting with a majority voting standard for director elections (3B), (iii) increase the minimum board size from one to three members (3C), (iv) limit Class A shareholders’ entitlement to vote on charter amendments that affect solely other classes or series of capital stock (3D), (v) add officer exculpation to align protections provided to officers with those that currently exist for directors under Delaware law (3E), (vi) delete obsolete references to Class B stock (3F), (vii) authorize a 1-for-50 reverse split of Common Stock (3G), and (viii) conditionally approve an amended and restated charter to be effective only if votes on 3A–3G are obtained (3H). Management frames these changes as governance adjustments tied to the Restructuring Transaction, intended to simplify the post-transaction governance framework, align voting standards with public-company norms, and reduce share count to address Nasdaq listing requirements. The most controversial elements are the reverse split (3G) — a device to help meet Nasdaq’s $1.00 minimum bid-price rule but one that may be viewed unfavorably by retail holders — and the provisions that will restrict Class A holders’ voting power over future issuances/terms solely affecting other classes (3D), which together with the dilution embedded in the Restructuring Transaction could materially diminish current Class A holders’ influence. The board recommends FOR the charter amendments noting they are necessary to implement the Restructuring Transaction and to align governance for the reorganized company (CoreCo). The amendments will require a high affirmative vote — a majority of the total votes that may be cast in the election of directors by all outstanding voting shares (i.e., very close to a majority of all outstanding shares) — and abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

Proposal 4 seeks shareholder approval necessary under Nasdaq Listing Rule 5635(d) to permit the Company to issue shares that would exceed 20% of the outstanding Common Stock in connection with the Restructuring Transaction. Management expects the transaction to result in issuance of a large number of shares—issuance sufficient for supporting creditors to hold 65% of Common Stock immediately post-closing, additional CoreCo Convertible Preferred Stock that will mandatorily convert into Common Stock representing a large proportion of fully diluted equity, and a 10% equity incentive reserve—resulting in an estimated dilution to existing holders of roughly 96%. Nasdaq Rule 5635(d) is a technical listing rule requiring shareholder approval for non-public offerings in excess of the 20% threshold; without approval, the issuance would violate Nasdaq rules and could impair consummation of the restructuring. The board recommends approval because the Restructuring requires issuance of these securities to effect the debt-for-equity exchanges and related capital structure changes contemplated in the RSA. A ‘for’ vote enables the Company to rely on Nasdaq rule compliance for the issuances; a ‘no’ vote would likely prevent the Restructuring Transaction from proceeding as structured and increase the prospect of alternative in-court restructurings or defaults. This is a consequential proposal: its approval is functionally necessary to permit the equity issuance contemplated by the Restructuring Transaction; it is not, in itself, a judgment on valuation or dilution. The Company notes the extreme dilution impact and ties the vote to the broader restructuring context, liquidity needs and going-concern risk.

Proposal 5 seeks shareholder approval of an amended and restated version of the Company’s 2019 Omnibus Incentive Plan. Key changes proposed include elimination of the prior evergreen top-up and replacement with a fixed share reserve equal to 10% of Common Stock outstanding on the Restructuring Effective Date (plus shares already subject to awards) and a new reserve for CoreCo Convertible Preferred Stock equal to 7% of the CoreCo Convertible Preferred Stock outstanding as of the Restructuring Effective Date; an extension of the plan term for ten years after the Restructuring Effective Date; and certain modernizing language (including a revised change-in-control definition). Management and the Board argue the expansion and re-setting of the share reserve is necessary to provide post-restructuring equity incentives for directors, officers and employees, align pay with stockholder interests and aid retention after the material dilution expected from the Restructuring Transaction. A vote against would not prohibit the Restructuring Transaction but would limit the Company’s ability to grant equity incentives to its post-closing management and Board; proponents say it is critical to maintain recruiting and retention capacity for CoreCo. The Board recommends a vote FOR the amendment to enable the intended post-restructuring equity incentive program.