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FTAI Infrastructure (FIP) shareholders elect Class I director and ratify KPMG as 2026 auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FTAI Infrastructure Inc. held its 2026 Annual Meeting of Shareholders on May 29, 2026. Shareholders elected Class I director James L. Hamilton to serve until the 2029 Annual Meeting, with 38,456,441 votes for, 31,990,834 votes withheld and 31,827,451 broker non-votes.

Shareholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 101,692,640 votes for, 404,981 votes against and 177,105 abstentions.

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.
Votes for director 38,456,441 votes Election of Class I director James L. Hamilton
Votes withheld for director 31,990,834 votes Election of Class I director James L. Hamilton
Broker non-votes on director 31,827,451 votes Election of Class I director
Votes for auditor ratification 101,692,640 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026
Votes against auditor ratification 404,981 votes Ratification of KPMG LLP
Abstentions on auditor ratification 177,105 votes Ratification of KPMG LLP
broker non-votes financial
"* Broker non-votes are instances where a broker holding shares of record..."
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
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm..."
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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
street name financial
"when a broker holding shares in “street name” does not receive voting instructions..."
A "street name" is a way that stocks or other financial assets are registered under a broker's name rather than directly in an individual investor's name. This allows for easier buying, selling, and transferring of the assets, much like how a library might hold books on behalf of many readers. For investors, using a street name simplifies transactions and helps maintain privacy, but it also means the broker is the official record holder of ownership.
broker non-votes are instances financial
"* Broker non-votes are instances where a broker holding shares of record..."
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Understanding 8-K Material Events →

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): May 29, 2026


FTAI INFRASTRUCTURE INC.
(Exact name of registrant as specified in its charter)


Delaware
001-41370
87-4407005
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 45th Floor
New York, New York 10105
(Address of principal executive offices) (Zip Code)

(212) 798-6100
(Registrant’s telephone number, including area code)

(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 $0.01 per share
FIP
The Nasdaq Global Select Market

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.
 
At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 29, 2026, the shareholders of FTAI Infrastructure Inc. (the “Company”) voted on the matters described below.
 
(1) The Company’s shareholders elected one Class I director, who comprises all the directors of such class, to serve until the 2029 Annual Meeting of Shareholders and until his successor is duly elected or appointed and qualified. The numbers of shares that voted for the election of such director, withheld authority to vote for such director, and represented broker non-votes with respect to such director, are summarized in the table below.

Director Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes*
James L. Hamilton
 
38,456,441
 
31,990,834
 
31,827,451
 
(2) The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of KPMG LLP are summarized in the table below.
 
Votes For
 
Votes Against
  
Abstentions
101,692,640
 
404,981
 
177,105
 
* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by stock exchange rules from voting on a particular matter. Under stock exchange rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

SIGNATURE
 
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 thereunto duly authorized.
 
Dated: May 29, 2026
 
 
 
 
FTAI INFRASTRUCTURE INC.
 
 
 
/s/ Kenneth J. Nicholson
 
Kenneth J. Nicholson
 
Chief Executive Officer and President


Source: View Original Filing on SEC EDGAR

FAQ

What did FTAI Infrastructure Inc. (FIP) shareholders decide at the 2026 Annual Meeting?

Shareholders elected one Class I director and ratified the external auditor. James L. Hamilton was elected to serve until the 2029 Annual Meeting, and KPMG LLP was approved as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many votes did FTAI Infrastructure (FIP) director James L. Hamilton receive?

James L. Hamilton received 38,456,441 votes for election as Class I director. There were 31,990,834 votes withheld and 31,827,451 broker non-votes, and he will serve until the 2029 Annual Meeting of Shareholders, continuing until a successor is duly elected or appointed.

Was KPMG LLP ratified as FTAI Infrastructure’s (FIP) independent auditor for 2026?

Yes, shareholders ratified KPMG LLP as independent registered public accounting firm for 2026. Voting results were 101,692,640 shares for, 404,981 against and 177,105 abstentions, covering the fiscal year ending December 31, 2026 as the company’s external auditor.

What are broker non-votes in the FTAI Infrastructure (FIP) 2026 shareholder meeting results?

Broker non-votes occur when brokers lack voting instructions on non-routine items. The company explains that brokers may vote on certain routine matters but not on non-routine ones; they could not vote on director elections but could vote on auditor ratification at this meeting.

How did FTAI Infrastructure (FIP) shareholders vote on the 2026 auditor ratification proposal?

For the auditor ratification, 101,692,640 shares voted for, 404,981 voted against and 177,105 abstained. This vote confirmed KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, according to the disclosed results.

What is the term length for the elected Class I director at FTAI Infrastructure (FIP)?

The elected Class I director, James L. Hamilton, will serve until the 2029 Annual Meeting. He will remain in office until that meeting and until his successor is duly elected or appointed and qualified, consistent with the company’s described director classification structure.

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