Xplr Infrastructure LP

1. 1

   Election of the four nominees specified in this proxy statement as directors

   ManagementBoard: FOR

   Elect four nominated directors to the Board for one-year terms until the next annual meeting or until their successors are qualified and elected.

2. 2

   Ratification of appointment of Deloitte & Touche LLP as XPLR’s independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval, by non-binding advisory vote, of the compensation of XPLR’s named executive officers

   ManagementBoard: FOR

   A non-binding 'say-on-pay' advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal requests an advisory approval of the compensation paid to the Company’s named executive officers as described in the proxy statement. Management seeks this non-binding endorsement to gauge unitholder sentiment on pay practices and to inform future compensation decisions, consistent with SEC rules requiring say-on-pay votes. The Board recommends for the proposal, highlighting that compensation for 2025 was paid by NextEra Energy Group pursuant to a Management Services Agreement and that direct compensation aligns with performance metrics like adjusted EBITDA and free cash flow; the vote is advisory and not binding, but will be considered when setting future NEO compensation. The proxy discloses that the Company did not directly pay NEO compensation in 2025 and that many executives are employees of NextEra Energy, which complicates direct attribution of pay, but management argues the arrangements align incentives and that the Board reviews NEE’s determinations. The Board frames the proposal as consistent with pay-for-performance and emphasizes governance safeguards such as clawback policy and equity vesting conditions tied to multi-year performance goals. The Board notes the outcome will inform future decisions even though it will not be binding, and recommends a vote in favor due to alignment with unitholder interests and retention/compensation practices.

4. 4

   Approval of the XPLR Infrastructure, LP Amended and Restated 2024 Long Term Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated 2024 Long Term Incentive Plan, increasing available units to 2,000,000, setting minimum one-year vesting (with limited exceptions), and other plan governance changes.

   More detail

   Management seeks unitholder approval to adopt an Amended and Restated 2024 LTIP that increases the share/unit pool to two million units, institutes a minimum one-year vesting rule while preserving limited exceptions, and restricts delegation of grant authority to non-Section 16 insiders. The Board frames the proposal as necessary to continue granting equity-based awards that align employees’ and directors’ interests with unitholders and to support retention and long-term value creation. The proposal is tied to compensation and governance considerations: it enlarges the maximum award pool relative to the initial plan and formalizes vesting norms consistent with governance best practices while allowing flexibility for certain exceptions. The plan will not be operative until unitholder approval and management will only grant awards upon such approval; the Board and executive officers are eligible participants, so the proposal raises standard related-party considerations and is accompanied by disclosure of potential conflicts. The Board unanimously recommends approval, arguing the plan’s terms and limits are appropriate to attract and retain talent while aligning incentives with unitholder value creation.

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When is the Xplr Infrastructure LP 2026 annual meeting?

Xplr Infrastructure LP (XIFR) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Xplr Infrastructure LP 2026 meeting?

The record date for the Xplr Infrastructure LP 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Xplr Infrastructure LP's 2026 meeting?

The board is presenting 4 director nominees at the Xplr Infrastructure LP 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xplr Infrastructure LP 2026 meeting?

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