Waterbridge Infrastructure LLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 13 nominated directors to serve one-year terms until the 2027 Annual Meeting or until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as WaterBridge’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the 2025 compensation of WaterBridge’s named executive officers as disclosed in the proxy (CD&A, tables and disclosures).

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the overall 2025 compensation of WaterBridge’s Named Executive Officers as disclosed in the proxy, including the Compensation Discussion and Analysis and the tabular disclosures. Management seeks approval to validate its compensation design following the September 2025 IPO, which combined pre-IPO incentive units (Incentive Units) and post-IPO restricted stock units (RSUs) to align retention and long-term shareholder value. The compensation program was developed with assistance from Pay Governance LLC and used separate peer analyses for total cash and long-term awards, reflecting WaterBridge’s unique structure and affiliation with LandBridge. Key elements include base salary increases effective October 1, 2025, market-based target bonus percentages, annual performance-based cash bonuses tied to financial, operational and individual objectives, and three-year time-vested RSUs under the LTIP to incentivize retention and alignment. Notably, WaterBridge is a "controlled company" without a standing compensation committee; the Chairman makes compensation decisions using consultant data, which could raise governance concerns for some investors about independent oversight. The Board’s recommendation in favor is premised on competitive benchmarking, retention needs during the post-IPO transition, and the view that the structure ties pay to both short-term performance and long-term equity value. Because the vote is advisory, it will not retroactively change awards but the Board will consider shareholder feedback when designing future compensation. Investors should weigh the combination of strong equity incentives and limited independent committee oversight in assessing governance and alignment risks.

4. 4

   Advisory Vote on Preferred Frequency of Advisory Votes on Executive Compensation (Say-on-Frequency

   ManagementBoard: FOR

   Non-binding, advisory vote for shareholders to choose whether future say-on-pay votes should occur every one, two or three years.

   More detail

   This advisory proposal asks shareholders to select the preferred frequency (one, two or three years) for future advisory votes on executive compensation. Management recommends an annual frequency, arguing that yearly say-on-pay votes allow shareholders to provide regular and timely input on executive pay practices, which is particularly relevant in the company’s first full year as a public company following the September 2025 IPO. The proposal is non-binding; the Board will consider the outcome but is not required to follow it. The recommendation for a one-year frequency is justified by management as a mechanism to enhance accountability and to permit shareholders to react promptly to changes in compensation design or company performance. Company-specific context includes that WaterBridge is a controlled company with compensation decisions made by the Chairman (no independent compensation committee currently), increasing the potential value of regular shareholder feedback on pay. The advisory nature and plurality voting standard mean the option with the most votes will guide the Board’s consideration but may not bind action. Investors should consider whether annual votes provide meaningful oversight given the company’s governance structure and whether more or less frequent consultations would better balance administrative costs and shareholder engagement.

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When is the Waterbridge Infrastructure LLC 2026 annual meeting?

Waterbridge Infrastructure LLC (WBI) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Waterbridge Infrastructure LLC 2026 meeting?

The record date for the Waterbridge Infrastructure LLC 2026 meeting is Thursday, April 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Waterbridge Infrastructure LLC's 2026 meeting?

The board is presenting 13 director nominees at the Waterbridge Infrastructure LLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Waterbridge Infrastructure LLC 2026 meeting?

Shareholders will vote on 4 proposals at the Waterbridge Infrastructure LLC 2026 meeting, each tagged with who proposed it and the board's recommendation.