Expand Energy (EXE) investors approve directors, 2025 pay and 2026 PwC audit

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Expand Energy Corporation reported the results of its 2026 annual shareholder meeting held on June 4, 2026. Shareholders elected all nine director nominees, each receiving strong support with votes for ranging from about 166 million to over 183 million, alongside broker non-votes of 20,458,167 on each director item.

Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers for 2025, with 178,548,194 votes for, 5,243,424 against and 204,268 abstentions, plus 20,458,167 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 192,751,958 votes for, 11,582,447 against and 119,648 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Director votes – highest support: 183,532,478 votes for Director votes – lowest support: 166,148,191 votes for Say-on-pay for votes: 178,548,194 votes for +4 more

7 metrics

Director votes – highest support 183,532,478 votes for Benjamin C. Duster, IV director election

Director votes – lowest support 166,148,191 votes for Matthew M. Gallagher director election

Say-on-pay for votes 178,548,194 votes for 2025 named executive officer compensation advisory vote

Say-on-pay against votes 5,243,424 votes against 2025 named executive officer compensation advisory vote

Auditor ratification for votes 192,751,958 votes for Ratification of PwC as 2026 independent auditor

Auditor ratification against votes 11,582,447 votes against Ratification of PwC as 2026 independent auditor

Broker non-votes on governance items 20,458,167 broker non-votes Each director election and say-on-pay proposal

Key Terms

Annual Meeting of Shareholders, non-binding advisory basis, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders regulatory

"held its 2026 Annual Meeting of Shareholders (the "Annual Meeting") on June 4, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

non-binding advisory basis regulatory

"Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes regulatory

"Broker Non-Votes 178,548,194 | 5,243,424 | 204,268 | 20,458,167"

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 regulatory

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 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.

ratification of appointment regulatory

"Ratification of Appointment of PwC as Independent Auditor for 2026."

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Understanding 8-K Material Events →

06/04/2026 - 04:07 PM

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 4, 2026

EXPAND ENERGY CORPORATION

(Exact name of registrant as specified in its Charter)

Oklahoma

001-13726

73-1395733

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10000 Energy Drive

Spring

Texas

77389

(Address of principal executive offices)

(Zip Code)

(346)

535-0990

(Registrant’s telephone number, including area code)

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

Name of each exchange on which registered

Common Stock, $0.01 par value per share

EXE

The Nasdaq 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.

Expand Energy Corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting") on June 4, 2026. The final voting results for the three proposals voted on at the Annual Meeting are disclosed below.

1. Election of Directors. Shareholders elected each of the 9 directors nominated by the Company’s Board of Directors and listed below to serve as a director of the Company until the next annual meeting of shareholders or until his or her successor is duly elected and qualified.


Director Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes

Timothy S. Duncan	182,032,950	1,852,237	110,699	20,458,167
Benjamin C. Duster, IV	183,532,478	354,559	108,849	20,458,167
Sarah A. Emerson	183,111,038	772,273	112,575	20,458,167
Matthew M. Gallagher	166,148,191	17,736,193	111,502	20,458,167
S.P. “Chip” Johnson, IV	182,021,392	1,862,391	112,103	20,458,167
Catherine A. Kehr	182,726,813	1,155,084	113,989	20,458,167
Shameek Konar	183,400,504	481,469	113,913	20,458,167
Brian Steck	181,913,924	1,971,062	110,900	20,458,167
Michael A. Wichterich	180,576,996	3,294,869	124,021	20,458,167

2. Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2025.


Votes For	Votes Against	Abstentions	Broker Non-Votes

178,548,194	5,243,424	204,268	20,458,167

3. Ratification of Appointment of PwC as Independent Auditor for 2026. Shareholders approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes

192,751,958	11,582,447	119,648	—

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.


			EXPAND ENERGY CORPORATION


By:			/s/ CHRIS LACY
			Chris Lacy
			Executive Vice President, General Counsel and Corporate Secretary

Date: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Expand Energy (EXE) shareholders decide at the 2026 annual meeting?

Shareholders elected all nine director nominees, approved 2025 executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. The results show broad support across all three proposals, with large majorities voting in favor.

Were all Expand Energy (EXE) director nominees elected in 2026?

Yes, all nine director nominees were elected. Each nominee received significantly more votes for than against, with for-votes ranging from 166,148,191 to 183,532,478 and consistent broker non-votes of 20,458,167, indicating strong shareholder backing for the existing board slate.

How did Expand Energy (EXE) shareholders vote on 2025 executive compensation?

Shareholders approved the 2025 named executive officer compensation on a non-binding advisory basis. The proposal received 178,548,194 votes for, 5,243,424 votes against and 204,268 abstentions, along with 20,458,167 broker non-votes, indicating clear but not unanimous support for the pay program.

Did Expand Energy (EXE) shareholders ratify PwC as auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Expand Energy’s independent registered public accounting firm for 2026, with 192,751,958 votes for, 11,582,447 votes against and 119,648 abstentions, and no broker non-votes reported on this proposal, reflecting strong approval of the auditor choice.

What were the broker non-votes at the Expand Energy (EXE) 2026 meeting?

Broker non-votes totaled 20,458,167 on the director elections and the advisory vote on executive compensation. There were no broker non-votes on the auditor ratification proposal, meaning brokers were permitted to vote uninstructed shares on that specific item.

Filing Exhibits & Attachments

3 documents