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Granite Ridge (NYSE: GRNT) investors approve directors and expand 2022 incentive plan

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8-K

Rhea-AI Filing Summary

Granite Ridge Resources, Inc. reported results from its 2026 annual stockholders meeting. Shareholders elected Thaddeus Darden, Michele J. Everard and Kirk Lazarine as Class I directors for terms running to the 2029 annual meeting. They also ratified Forvis Mazars LLP as independent auditor for the year ending December 31, 2026.

Stockholders approved, on an advisory basis, the compensation of named executive officers and chose to hold this advisory vote every year. They further approved a First Amendment to the 2022 Omnibus Incentive Plan, adding 2,500,000 shares of common stock available for awards and extending the plan’s term from October 24, 2032 to October 24, 2034. On the March 24, 2026 record date, 131,906,125 common shares were outstanding.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 2,500,000 shares Additional common stock authorized under 2022 Omnibus Incentive Plan
Plan term extension to October 24, 2034 2022 Omnibus Incentive Plan extended from October 24, 2032
Shares outstanding 131,906,125 shares Common stock outstanding as of March 24, 2026 record date
Shares entitled to vote 130,876,513 shares Common stock entitled to vote at the 2026 annual meeting
Shares represented 115,786,466 shares Common stock present in person or by proxy at the meeting
Auditor ratification votes for 115,626,807 votes Ratification of Forvis Mazars LLP for year ending December 31, 2026
Say-on-pay votes for 97,890,311 votes Advisory approval of named executive officer compensation
Incentive plan amendment votes for 101,943,689 votes Approval of increase and extension of 2022 Omnibus Incentive Plan
2022 Omnibus Incentive Plan financial
"approved the First Amendment to the Granite Ridge Resources, Inc. 2022 Omnibus Incentive Plan"
broker non-votes financial
"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"
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
"the Company’s independent registered public accounting firm for the 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 vote financial
"Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
emerging growth company regulatory
"Emerging growth company o"
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.
Understanding 8-K Material Events →
0001928446false00019284462026-05-222026-05-22

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 22, 2026
______________________________________________________________________
GRANITE RIDGE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4153788-2227812
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
5217 McKinney Avenue, Suite 400
Dallas, Texas
75205
(Address of principal executive offices)(Zip Code)
(214) 396-2850
(Registrant’s telephone number, including area code)
Not Applicable
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareGRNTNew York Stock Exchange
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 o
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. o


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.

NomineesVotes ForVotes WithheldBroker Non-Votes
Thaddeus Darden82,786,76024,556,9788,442,728
Michele J. Everard104,108,3643,235,3748,442,728
Kirk Lazarine90,513,81016,829,9288,442,728
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 ForVotes AgainstVotes Abstained
115,626,807131,54728,112
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 ForVotes AgainstVotes AbstainedBroker Non-Votes
97,890,3116,200,5713,252,8568,442,728


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 YearTwo YearsThree YearsVotes AbstainedBroker Non-Votes
102,006,05487,0892,035,9603,214,6358,442,728
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 ForVotes AgainstVotes AbstainedBroker Non-Votes
101,943,6895,357,54842,5018,442,728
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
10.1*
Amended and Restated Granite Ridge Resources, Inc. 2022 Omnibus Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herewith


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.
GRANITE RIDGE RESOURCES, INC.
Date: May 22, 2026By:/s/ Tyler Farquharson
Name:Tyler Farquharson
Title:President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Granite Ridge Resources (GRNT) shareholders approve at the 2026 annual meeting?

Shareholders approved all major items, including three director elections, auditor ratification, advisory approval of executive compensation, an annual say-on-pay frequency, and amendments to the 2022 Omnibus Incentive Plan adding 2,500,000 shares and extending the plan’s term to October 24, 2034.

How was the Granite Ridge Resources (GRNT) 2022 Omnibus Incentive Plan changed?

Stockholders approved a First Amendment that increases the shares of common stock available for issuance under the 2022 Omnibus Incentive Plan by 2,500,000 and extends the plan’s expiration from October 24, 2032 to October 24, 2034, allowing equity-based awards for a longer period.

Which directors were elected at Granite Ridge Resources’ 2026 annual meeting?

Shareholders elected Thaddeus Darden, Michele J. Everard and Kirk Lazarine as Class I directors. Each will serve until the 2029 annual meeting of stockholders or until a successor is elected and qualified, continuing the company’s existing board structure for another three-year term.

What auditor did Granite Ridge Resources (GRNT) shareholders ratify for 2026?

Shareholders ratified Forvis Mazars LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was strongly favorable, with 115,626,807 votes for, 131,547 against and 28,112 abstentions, supporting continuity in the company’s audit relationship.

How often will Granite Ridge Resources (GRNT) hold say-on-pay votes?

Investors chose to hold an advisory vote on executive compensation every year. The annual frequency received 102,006,054 votes, compared with 87,089 for two years and 2,035,960 for three years, indicating clear shareholder preference for frequent compensation feedback.

How many Granite Ridge (GRNT) shares were outstanding and represented at the meeting?

On the March 24, 2026 record date, 131,906,125 common shares were outstanding, with 130,876,513 entitled to vote. At the annual meeting, 115,786,466 shares were represented in person or by proxy, providing a strong turnout for the governance and compensation decisions.

Filing Exhibits & Attachments

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