UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2026
| ALEANNA, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-41164 | 98-1582153 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
| incorporation) | Identification No.) |
| 300 Crescent Court, Suite 1860 Dallas, Texas | 75201 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (469) 398-2200
(Former name or former address, if changed since last report)
| Not Applicable |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 26, 2026, AleAnna, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the proposals set forth below, each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”).
There were 66,934,400 shares of the Company’s common stock issued and outstanding at the close of business on April 28, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were a total of 64,849,313 shares of the Company’s common stock present in person or represented by proxy, representing 96.89% of the total outstanding shares of the Company’s common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1: Election of Curtis Hébert Jr. and William K. Dirks as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or their resignation, death or removal. The voting results were as follows:
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||
| Curtis Hébert Jr. | 62,845,765 | 95,279 | 1,908,269 | |||
| William K. Dirks | 62,856,880 | 84,164 | 1,908,269 |
Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 64,706,654 | 136,212 | 6,447 |
The proposals described above were acted upon by the Company’s shareholders at the Annual Meeting and received a sufficient number of votes to be approved.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2026 | AleAnna, Inc. | ||
| By: | /s/ Ivan Ronald | ||
| Name: | Ivan Ronald | ||
| Title: | Chief Financial Officer | ||
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