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High turnout as Comstock Resources (NYSE: CRK) investors back board, pay and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Comstock Resources, Inc. reported the results of its annual shareholder meeting. Holders of 278,822,476 shares of common stock, representing about 95% of the 293,695,832 shares outstanding as of April 7, 2026, were present or represented by proxy, establishing a quorum.

Shareholders re-elected five directors to one-year terms, with each nominee receiving over 261 million votes in favor. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 277,902,269 votes in favor.

In addition, shareholders approved the advisory resolution on 2025 compensation for the company’s named executive officers, with 264,508,945 votes cast in favor, 526,507 against, 432,344 abstentions, and 13,354,680 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding entitled to vote 293,695,832 shares Common stock as of record date April 7, 2026
Shares present or by proxy 278,822,476 shares Shares represented at the annual meeting (about 95% of voting stock)
Votes for M. Jay Allison 264,394,396 votes Director election at the annual meeting
Votes for auditor ratification 277,902,269 votes Ratification of Ernst & Young LLP for fiscal year 2026
Votes for say-on-pay 264,508,945 votes Advisory vote on 2025 compensation of named executive officers
Broker non-votes on director elections 13,354,680 votes Broker non-votes recorded for each director nominee
Broker Non-Votes financial
"Broker Non-Votes | | | 13,354,680 | | | | 278,822,476"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory resolution financial
"the approval of the advisory resolution on the 2025 compensation of our named executive officers"
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
quorum financial
"or approximately 95% of the Company's voting capital stock, representing a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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0000023194false00000231942026-06-022026-06-020000023194crk:NewYorkStockExchangeTexasMember2026-06-022026-06-02

 

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 2, 2026

 

 

COMSTOCK RESOURCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

001-03262

94-1667468

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5300 Town and Country Blvd.

Suite 500

 

Frisco, Texas

 

75034

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (972) 668-8800

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

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

Common Stock, par value $0.50 (per share)

 

CRK

 

New York Stock Exchange

Common Stock, par value $0.50 (per share)

 

CRK

 

New York Stock Exchange Texas

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

The Company held its Annual Meeting on June 2, 2026. The following proposals were submitted to the holders of the Company's common stock for a vote:

Proposal 1. The re-election of five nominees to the Board;

Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

Proposal 3. The approval of the advisory resolution on the 2025 compensation of our named executive officers.

As of the close of business on the record date, April 7, 2026, there were a total of 293,695,832 shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting. There were 278,822,476 shares of the Company's common stock present at the Annual Meeting or represented by proxy, or approximately 95% of the Company's voting capital stock, representing a quorum.

The results of such votes were as follows:

Proposal 1. The following votes were cast in the election of the five nominees to the Board of Directors:

 

Name of Nominee

 

Number of Votes Voted For

 

 

Number of Votes Withheld

 

 

Broker
Non-Votes

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M. Jay Allison

 

 

264,394,396

 

 

 

1,073,400

 

 

 

13,354,680

 

 

 

278,822,476

 

Roland O. Burns

 

 

263,030,985

 

 

 

2,436,811

 

 

 

13,354,680

 

 

 

278,822,476

 

Elizabeth B. Davis

 

 

262,713,318

 

 

 

2,754,478

 

 

 

13,354,680

 

 

 

278,822,476

 

Morris E. Foster

 

 

261,753,030

 

 

 

3,714,766

 

 

 

13,354,680

 

 

 

278,822,476

 

Jim L. Turner

 

 

262,745,124

 

 

 

2,722,672

 

 

 

13,354,680

 

 

 

278,822,476

 

 

Based on the vote results set forth above, each of the director nominees was duly elected to hold office for a one-year term and until their respective successors are duly elected and qualified.

Proposal 2. The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

Number of Votes Voted For

 

 

Number of Votes Voted Against

 

 

Number of Votes Abstaining

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

277,902,269

 

 

 

530,123

 

 

 

390,084

 

 

 

278,822,476

 

Based on the vote results set forth above, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was duly ratified.

 

Proposal 3. The following votes were cast in the advisory vote on 2025 compensation of our named executive officers:

 

Number of Votes Voted For

 

 

Number of Votes Voted Against

 

 

Number of Votes Abstaining

 

 

Broker
Non-Votes

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

264,508,945

 

 

 

526,507

 

 

 

432,344

 

 

 

13,354,680

 

 

 

278,822,476

 

Based on the vote results set forth above, the advisory resolution on the 2025 compensation of our named executive officers was approved.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

COMSTOCK RESOURCES, INC.

 

 

 

 

Date:

June 3, 2026

By:

/s/ ROLAND O. BURNS

 

 

 

Roland O. Burns
President and Chief Financial Officer

 


FAQ

What did Comstock Resources (CRK) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three proposals: re-election of five directors, ratification of Ernst & Young LLP as independent registered public accounting firm for 2026, and approval of an advisory resolution on 2025 compensation for named executive officers. All three proposals received shareholder approval.

How many Comstock Resources (CRK) shares were eligible and present for the 2026 annual meeting?

As of the April 7, 2026 record date, 293,695,832 common shares were issued, outstanding, and entitled to vote. At the meeting, 278,822,476 shares were present or represented by proxy, representing approximately 95% of the company’s voting capital stock and constituting a quorum.

Were Comstock Resources (CRK) director nominees re-elected at the 2026 annual meeting?

Yes. All five director nominees, including M. Jay Allison and Roland O. Burns, were re-elected. Each nominee received more than 261 million votes in favor, with relatively low withheld votes and 13,354,680 broker non-votes recorded for each board seat.

Did Comstock Resources (CRK) shareholders approve Ernst & Young LLP as auditor for 2026?

Yes. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 277,902,269 votes for, 530,123 votes against, and 390,084 abstentions, confirming continued engagement of the same audit firm.

How did Comstock Resources (CRK) shareholders vote on 2025 executive compensation?

Shareholders approved the advisory resolution on 2025 compensation for named executive officers. Voting results were 264,508,945 shares for, 526,507 against, 432,344 abstentions, and 13,354,680 broker non-votes, indicating strong overall support for the company’s executive pay program for 2025.

What level of shareholder turnout did Comstock Resources (CRK) have at its 2026 annual meeting?

Turnout was high, with 278,822,476 shares of common stock present in person or by proxy. This represented approximately 95% of the 293,695,832 shares outstanding and entitled to vote as of the April 7, 2026 record date, easily satisfying quorum requirements.

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