Tamboran Resources Corp

1. 1

   Election of Three Class III Directors

   ManagementBoard: FOR

   Elect Richard Stoneburner, David Siegel, and Phillip Pace to three-year terms as Class III directors.

2. 2

   Ratification of Ernst & Young as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Ratification and Approval of 3,400,093 Shares Issued in the U.S. Public Offering

   ManagementBoard: FOR

   Approve and ratify, under ASX Listing Rule 7.4, the prior issue of 3,400,093 shares of Common Stock in the Company’s U.S. public offering.

   More detail

   Proposal 3 asks stockholders to ratify and approve the prior issuance of 3,400,093 shares of Common Stock in the Company’s U.S. public offering. The shares were issued on April 8 and April 14, 2026, at US$35.00 per share, following the underwritten offering and exercise of the underwriters’ option. The Company states that the issuance was made under its 15% placement capacity under ASX Listing Rule 7.1 and did not breach that rule. Under ASX Listing Rule 7.4, subsequent stockholder approval allows the issuance to be treated as approved under Listing Rule 7.1. If approved, the shares will cease to count against the Company’s 15% placement capacity, preserving flexibility for future equity issuances without further approval. If rejected, the shares will continue to consume that capacity and limit the Company’s ability to raise capital under the rule. The offering proceeds were intended to fund drilling, resource delineation, development-area activities, working capital, and general corporate purposes. The Board recommends FOR approval, while votes from participating offering recipients, underwriters, and their associates are subject to the stated voting exclusion.

4. 4

   Approval of CEO Todd Abbott’s Restricted Stock Units and Performance Stock Units

   ManagementBoard: FOR

   Approve the issuance to Todd Abbott of up to 32,740 restricted stock units and up to 32,740 performance stock units under the 2024 Equity Incentive Plan pursuant to ASX Listing Rule 10.14.

   More detail

   Proposal 4 seeks approval under ASX Listing Rule 10.14 for awards to Todd Abbott, the Company’s Managing Director and Chief Executive Officer. The proposed awards comprise up to 32,740 time-based restricted stock units and up to 32,740 performance stock units under the 2024 Equity Incentive Plan. The RSUs would vest in three equal annual tranches subject to continued service. The PSUs would be tied to absolute and relative total shareholder return over a three-year performance period and could produce between zero and 200% of the target performance award. The Company says the award is intended to promote executive ownership and align Mr. Abbott’s interests with stockholders and long-term company performance. The maximum award was informed by benchmarking against a 12-company peer group, with the Compensation Committee using the 50th percentile as a reference point. If approval is denied, the securities will not be issued and the Company may increase the cash component of Mr. Abbott’s compensation to rebalance his package. The Board, excluding Mr. Abbott, recommends FOR approval, and the proposal would also permit the issuance to remain exempt from the ASX 15% placement-capacity restriction.

5. 5

   Approval of RSUs for Fred Barrett in Lieu of Director Fees

   ManagementBoard: FOR

   Approve issuing Fred Barrett up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

   More detail

   Proposal 5 asks stockholders to approve the issuance of restricted stock units to Fred Barrett instead of paying him the equivalent amount in cash director fees. The proposed amount is US$300,000 per fiscal year for three years, or US$900,000 in aggregate. The number of RSUs would be calculated using the Company’s five-trading-day NYSE volume-weighted average price at each grant date. Each RSU would settle in one share of Common Stock and is scheduled to vest on the first anniversary of the grant date. The Company states that the arrangement promotes director ownership and aligns Mr. Barrett’s interests with stockholders. It also reduces the cash component of the Company’s director-fee obligations and preserves funds for working capital. Approval would permit issuances during the three-year period without additional ASX Listing Rule 10.14 approval and without reducing the Company’s ASX Listing Rule 7.1 placement capacity. If rejected, Mr. Barrett would not receive the proposed RSUs or an equivalent cash payment in lieu under this arrangement. The Board, excluding Mr. Barrett because of his interest, recommends FOR approval.

6. 6

   Approval of RSUs for Patrick Elliott in Lieu of Director Fees

   ManagementBoard: FOR

   Approve issuing Patrick Elliott up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

   More detail

   Proposal 6 asks stockholders to approve RSUs for Patrick Elliott in lieu of an equivalent amount of cash director fees. The proposed annual value is US$300,000 for each of three fiscal years, totaling US$900,000. The award may be represented by Common Stock or CDIs, as applicable, and the number of units will depend on the NYSE five-day VWAP at the grant date. The units are intended to vest on the first anniversary of issuance and settle into one share per RSU. Management frames the arrangement as a way to increase director equity ownership and connect compensation with long-term stockholder value. It also lowers the Company’s immediate cash requirements for director compensation. Approval would provide the necessary ASX Listing Rule 10.14 authorization for the three-year issuance period and preserve placement capacity under Listing Rule 7.1. Failure to approve would prevent the proposed securities from being issued and would not entitle Mr. Elliott to an equivalent cash payment under the proposal. The Board, excluding Mr. Elliott, recommends FOR approval.

7. 7

   Approval of RSUs for Andrew Robb in Lieu of Director Fees

   ManagementBoard: FOR

   Approve issuing Andrew Robb up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

   More detail

   Proposal 7 requests approval for RSUs to be issued to Andrew Robb in lieu of cash director fees. The proposed RSUs would have a value of US$300,000 in each of three fiscal years, for an aggregate value of US$900,000. The units would be calculated using the applicable NYSE five-day VWAP and would generally vest one year after grant. The arrangement is designed to promote equity ownership and align Mr. Robb’s incentives with the Company’s long-term performance. It would also reduce the cash fee burden and leave more funds available for working capital. Because the recipient is a director, ASX Listing Rule 10.14 stockholder approval is required. Approval would also allow the issuances to avoid consuming the Company’s ASX Listing Rule 7.1 placement capacity. If stockholders do not approve, the contemplated RSUs cannot be issued and no equivalent cash payment would be available under the proposal. The Board, excluding Mr. Robb, recommends FOR approval.

8. 8

   Approval of RSUs for David Siegel in Lieu of Director Fees

   ManagementBoard: FOR

   Approve issuing David Siegel up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

   More detail

   Proposal 8 asks stockholders to authorize the issuance of RSUs to David Siegel instead of an equivalent amount of cash director fees. Each fiscal year for three years, Mr. Siegel could elect to receive units valued at US$300,000, or US$900,000 in total. The number of units would be based on the Company’s five-day NYSE VWAP at the applicable grant date. The RSUs are expected to vest after one year and settle in shares or applicable CDIs. Management argues that equity-based fees promote ownership and better align director compensation with stockholder interests. The structure also conserves cash for working capital while maintaining a director compensation mechanism. Approval is required under ASX Listing Rule 10.14 and would preserve the Company’s placement capacity under Listing Rule 7.1. If rejected, the proposed RSUs could not be issued and Mr. Siegel would not receive an equivalent cash substitute under the proposal. The Board, excluding Mr. Siegel, recommends FOR approval.

9. 9

   Approval of RSUs for Ryan Dalton in Lieu of Director Fees

   ManagementBoard: FOR

   Approve issuing Ryan Dalton up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

   More detail

   Proposal 9 seeks approval for Ryan Dalton to receive up to US$300,000 of RSUs per fiscal year for three years in lieu of cash director fees. The aggregate proposed value is US$900,000, with the number of units determined by the NYSE five-day VWAP at each grant date. The RSUs are scheduled to vest on the first anniversary of grant and settle into one share per unit. The Company presents the arrangement as a means of increasing director ownership and aligning Mr. Dalton’s compensation with long-term stockholder outcomes. It also reduces cash compensation requirements and supports the preservation of working capital. Stockholder approval is required because the recipient is a director participating in the Company’s incentive plan. Approval would prevent the awards from reducing the Company’s ASX Listing Rule 7.1 placement capacity. Without approval, the proposed units cannot be issued and no equivalent cash payment would be made under the proposal. The Board, excluding Mr. Dalton, recommends FOR approval.

10. 10

    Approval of RSUs for Jeff Bellman in Lieu of Director Fees

    ManagementBoard: FOR

    Approve issuing Jeff Bellman up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

    More detail

    Proposal 10 asks stockholders to approve equity-based director compensation for Jeff Bellman. Mr. Bellman could elect to receive RSUs worth US$300,000 in each of three fiscal years instead of the same amount in cash, for a total potential value of US$900,000. The units would be calculated using the NYSE five-day VWAP and are expected to vest one year after each grant. Management states that the proposal promotes director ownership and links compensation to the Company’s long-term success. The arrangement would also reduce cash outlays and increase funds available for working capital. ASX Listing Rule 10.14 requires stockholder approval for a director’s participation in the incentive plan. If approved, the awards would not count against the Company’s ASX Listing Rule 7.1 placement capacity. If not approved, the Company could not issue the proposed RSUs and Mr. Bellman would not receive an equivalent cash payment under the proposal. The Board, excluding Mr. Bellman, recommends FOR approval.

11. 11

    Approval of RSUs for Scott Sheffield in Lieu of Director Fees

    ManagementBoard: FOR

    Approve issuing Scott Sheffield up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

    More detail

    Proposal 11 would authorize Scott Sheffield to receive RSUs rather than cash for up to US$300,000 of director fees in each of the next three fiscal years. The maximum aggregate value is US$900,000, with the actual number of units dependent on the NYSE five-day VWAP at the time of grant. Each unit is expected to vest after one year and settle into one share of Common Stock. The Company argues that equity compensation encourages ownership and aligns Mr. Sheffield’s incentives with long-term stockholder interests. It also reduces the Company’s cash compensation burden and preserves resources for working capital. Because Mr. Sheffield is a director, ASX Listing Rule 10.14 requires approval before the awards can be issued. Approval would permit the grants without additional approval during the three-year period and without reducing ASX Listing Rule 7.1 placement capacity. Rejection would prevent the proposed RSU grants and would not result in an equivalent cash payment under this proposal. The Board, excluding Mr. Sheffield, recommends FOR approval.

12. 12

    Approval of RSUs for Phillip Pace in Lieu of Director Fees

    ManagementBoard: FOR

    Approve issuing Phillip Pace up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

    More detail

    Proposal 12 requests approval for Phillip Pace to receive RSUs in lieu of cash director fees. The proposed annual value is US$300,000 for three years, creating a maximum aggregate value of US$900,000. The number of RSUs would be based on the Company’s five-day NYSE VWAP on the relevant grant dates. The units are scheduled to vest on the first anniversary and settle in shares of Common Stock. Management says the equity component would strengthen director ownership and align Mr. Pace’s compensation with long-term stockholder value. It would also reduce cash expenditures and support working capital. ASX Listing Rule 10.14 approval is required because Mr. Pace is a director receiving securities under the incentive plan. Approval would preserve the Company’s ASX Listing Rule 7.1 placement capacity for other issuances. If the proposal fails, the contemplated RSUs cannot be issued and no equivalent cash payment would be available under the proposal. The Board, excluding Mr. Pace, recommends FOR approval.

13. 13

    Approval of RSUs for Richard Stoneburner in Lieu of Director Fees

    ManagementBoard: FOR

    Approve issuing Richard Stoneburner up to US$300,000 of RSUs in each fiscal year for three years, in lieu of an equivalent amount of director fees.

    More detail

    Proposal 13 asks stockholders to approve RSUs for Richard Stoneburner in lieu of cash director fees. The proposed annual value is US$300,000 for each of three fiscal years, or US$900,000 in aggregate. The number of units would be determined by the NYSE five-day VWAP at the applicable grant date, and the units are scheduled to vest after one year. The Company states that equity-based compensation promotes ownership and aligns the Chairman’s interests with those of stockholders. The structure also reduces cash requirements and preserves working capital. Approval is required under ASX Listing Rule 10.14 because Mr. Stoneburner is a director and participant in the Plan. Approval would also allow the awards to be issued without reducing the Company’s ASX Listing Rule 7.1 placement capacity. If rejected, the proposed securities could not be issued and Mr. Stoneburner would not receive an equivalent cash payment under the proposal. The Board, excluding Mr. Stoneburner, recommends FOR approval.

14. 14

    Increase in Non-Executive Director Cash Fee Pool

    ManagementBoard: FOR

    Increase the maximum aggregate annual cash fee pool for non-executive directors from US$2,000,000 to US$2,700,000.

    More detail

    Proposal 14 asks stockholders to increase the maximum annual cash fee pool available to the Company’s non-executive directors from US$2.0 million to US$2.7 million. The proposed increase is approximately US$700,000 and would establish the maximum amount that could be divided among all non-executive directors. Approval would not require the Company to use the entire pool. The Company states that the current pool was approved in 2024 and may no longer be sufficient for the nine current non-executive directors. Management also cites the increasingly competitive market for recruiting and retaining qualified directors. The additional capacity could support remuneration for newly elected directors needed to strengthen corporate governance. The Company says the proposed amount is reasonable for a U.S. emerging growth company dual-listed on the ASX and NYSE. If rejected, the existing US$2.0 million limit would remain in effect. The Board recommends FOR approval, subject to the applicable voting exclusion for directors and their associates.

15. 15

    Approval of ASX Listing Rule 7.1 Waiver

    ManagementBoard: FOR

    Approve ASX’s waiver allowing the Company, for one year, to issue equity securities above the 15% ASX Listing Rule 7.1 limit without further stockholder approval, subject to specified conditions.

    More detail

    Proposal 15 asks stockholders to approve ASX’s waiver from the ordinary 15% issuance limit in ASX Listing Rule 7.1. If approved, the Company could issue equity securities above that limit for one year without obtaining additional stockholder approval, subject to the waiver’s conditions and applicable NYSE and U.S. securities-law requirements. Management says the waiver would give the Company greater flexibility when evaluating financing and capital-raising alternatives. The Company argues that the ASX limit places it at a disadvantage compared with otherwise similar U.S. public companies that are not subject to the ASX rules. The Company anticipates needing additional funds to pursue its long-term goals but states that approval does not guarantee that a capital raise will occur. The waiver requires continued compliance with NYSE rules and U.S. federal and state securities laws, market disclosure, annual-report disclosures, and immediate notice to ASX of relevant changes or noncompliance. ASX may revoke the waiver if its conditions are breached or applicable rules or policy settings change. Approval creates a meaningful potential for economic and voting dilution because future offerings could exceed the 15% limit without another stockholder vote. The Board recommends FOR approval because it views the financing flexibility as beneficial, while acknowledging that the amount, pricing, and timing of any future issuance remain undetermined.

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When is the Tamboran Resources Corp 2026 annual meeting?

Tamboran Resources Corp (TBN) holds its 2026 annual shareholder meeting on Thursday, November 19, 2026.

What is the record date for the Tamboran Resources Corp 2026 meeting?

The record date for the Tamboran Resources Corp 2026 meeting is Wednesday, October 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tamboran Resources Corp's 2026 meeting?

The board is presenting 3 director nominees at the Tamboran Resources Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tamboran Resources Corp 2026 meeting?

Shareholders will vote on 15 proposals at the Tamboran Resources Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.