Granite Ridge Resources Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 10:44

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on May 22, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Granite Ridge Resources, Inc. (the "Company"), the Company's stockholders approved the First Amendment to the Granite Ridge Resources, Inc. 2022 Omnibus Incentive Plan (the "Plan"), which takes the form of an amendment and restatement of the original Plan (the "First Amendment"). The First Amendment (i) increases the number of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), available for issuance under the Plan by 2,500,000 shares and (ii) extends the term of the Plan from October 24, 2032 to October 24, 2034. The material features of the Plan and the First Amendment are described in the Proxy Statement, in the section titled "Proposal 5 - Approval of an Increase to the Number of Authorized Shares Available for Issuance Under the Plan," and such description is incorporated herein by reference.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2026, the Company held the Annual Meeting. On the March 24, 2026 record date for the Annual Meeting, there were 131,906,125 shares of Common Stock outstanding, with 130,876,513 shares of Common Stock being entitled to vote on each of the items submitted to a vote at the Annual Meeting. A total of 115,786,466 shares of Common Stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.
Proposal 1: Election of Directors
The shareholders elected each of Thaddeus Darden, Michele J. Everard and Kirk Lazarine as a Class I director of the Company for a term expiring at the Annual Meeting of Stockholders in 2029 or until their respective successors are elected and qualified.
Nominees Votes For Votes Withheld Broker Non-Votes
Thaddeus Darden 82,786,760 24,556,978 8,442,728
Michele J. Everard 104,108,364 3,235,374 8,442,728
Kirk Lazarine 90,513,810 16,829,928 8,442,728
Proposal 2: Proposal to Ratify the Appointment of Forvis Mazars LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2026
The shareholders ratified the appointment of Forvis Mazars LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Votes For Votes Against Votes Abstained
115,626,807 131,547 28,112
Proposal 3: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
The shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.
Votes For Votes Against Votes Abstained Broker Non-Votes
97,890,311 6,200,571 3,252,856 8,442,728
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company's Named Executive Officers
The shareholders voted, on an advisory basis, to hold the advisory vote on the compensation of the Company's named executive officers every year.
Every Year Two Years Three Years Votes Abstained Broker Non-Votes
102,006,054 87,089 2,035,960 3,214,635 8,442,728
Proposal 5: Approval of an Increase to the Number of Authorized Shares Available for Issuance Under the Company's 2022 Omnibus Incentive Plan, a Two-Year Extension of the Plan, and an Amendment and Restatement of the Plan
The shareholders approved an increase of 2,500,000 shares of Common Stock authorized for issuance under the Plan, a two-year extension of the Plan, and an amendment and restatement of the Plan to effect such changes.
Votes For Votes Against Votes Abstained Broker Non-Votes
101,943,689 5,357,548 42,501 8,442,728
Granite Ridge Resources Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 16:44 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]