All proposals pass at Infinity Natural Resources (INR) 2026 annual shareholder meeting

Rhea-AI Filing Summary

Infinity Natural Resources, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected eight directors for terms expiring at the 2027 meeting and approved, on an advisory basis, the compensation of the named executive officers and an annual frequency for future say‑on‑pay votes.

They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders also approved, pursuant to NYSE Rule 312.03, the issuance of Class A common stock upon conversion of Series A Convertible Preferred Stock or otherwise under the February 18, 2026 Securities Purchase Agreement and related Certificate of Designation.

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

Say-on-pay votes for: 67,036,003 votes Say-on-pay votes against: 2,484,190 votes Annual frequency support: 71,032,634 votes +3 more

6 metrics

Say-on-pay votes for 67,036,003 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 2,484,190 votes Advisory approval of named executive officer compensation

Annual frequency support 71,032,634 votes Preference for every one year say-on-pay vote

Auditor ratification for 71,608,697 votes Ratification of Deloitte & Touche LLP for FY ending Dec 31, 2026

Share issuance approval for 70,707,702 votes Issuance of Class A stock upon conversion of Series A Convertible Preferred

Director McNeill votes for 71,001,813 votes Election of Scott McNeill as director to 2027 meeting

Key Terms

non-binding advisory vote, NYSE Rule 312.03, Series A Convertible Preferred Stock, Securities Purchase Agreement, +1 more

5 terms

non-binding advisory vote financial

"approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

NYSE Rule 312.03 regulatory

"approved, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock"

Series A Convertible Preferred Stock financial

"upon the conversion of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Securities Purchase Agreement financial

"otherwise issued pursuant to the Securities Purchase Agreement, dated February 18, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Certificate of Designation regulatory

"the corresponding Certificate of Designation of Series A Convertible Preferred Stock of Infinity Natural Resources, Inc."

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

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Understanding 8-K Material Events →

FALSE000202911800020291182026-06-092026-06-09

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 9, 2026

__________________________

INFINITY NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

__________________________

Delaware

001-42499

99-3407012

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2605 Cranberry Square

Morgantown, WV 26508

(Address of principal executive offices, including zip code)

(304) 212-2350

(Registrant’s telephone number, including area code)

__________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Class A common stock, par value $0.01 per share

INR

The New 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 x

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 5.07. Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders of Infinity Natural Resources, Inc. (the “Company”) was held on June 9, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (i) elected eight directors to the Company’s Board of Directors (the “Board”) for terms expiring at the 2027 Annual Meeting of Stockholders, (ii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, (iii) recommended, by a non-binding advisory vote, a frequency of every year for future advisory votes to approve the compensation of the Company’s named executive officers, (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (v) approved, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock, par value $0.01 per share (“Class A common stock”), upon the conversion of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), or otherwise issued pursuant to the Securities Purchase Agreement, dated February 18, 2026 by and among the Company and each of the investors listed on Schedule I attached thereto (the “Securities Purchase Agreement”) and the corresponding Certificate of Designation of Series A Convertible Preferred Stock of Infinity Natural Resources, Inc. (the “Certificate of Designation”). Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 24, 2026. The voting results for each proposal were as follows:

Proposal 1. To elect eight directors to the Board for terms expiring at the 2027 Annual Meeting of Stockholders:

			For						Withheld						Broker Non-Votes
Zack Arnold			70,996,650						48,580						1,343,514
Steven Cobb			70,994,712						50,518						1,343,514
Katherine M. Gallagher			62,070,854						8,974,376						1,343,514
Scott Gieselman			70,960,415						84,815						1,343,514
Steven D. Gray			70,991,255						53,975						1,343,514
Scott McNeill			71,001,813						43,417						1,343,514
David Poole			68,319,094						2,726,136						1,343,514
William J. Quinn			70,994,762						50,468						1,343,514

Proposal 2. To approve, by a non-binding advisory vote, the Company’s named executive officer compensation:

For						Against						Abstain						Broker Non-Votes
67,036,003						2,484,190						1,525,037						1,343,514

Proposal 3. To recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:

Every One Year						Every Two Years						Every Three Years						Abstain						Broker Non-Votes
71,032,634						1,390						6,229						4,977						1,343,514

Proposal 4. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For						Against						Abstain
71,608,697						779,811						236

Proposal 5. To approve, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock upon the conversion of shares of Series A Convertible Preferred Stock, or otherwise issued pursuant to the Securities Purchase Agreement and the corresponding Certificate of Designation:

For						Against						Abstain						Broker Non-Votes
70,707,702						332,588						4,940						1,343,514

In accordance with the recommendation of the Board and based on the results of the advisory vote reported in Proposal 3 above, the Company has determined it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding such advisory votes on named executive officer compensation or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.

SIGNATURES

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.

			INFINITY NATURAL RESOURCES, INC.
			By:						/s/ Zack Arnold
									Zack Arnold
									President and Chief Executive Officer

Dated: June 10, 2026

FAQ

What did Infinity Natural Resources (INR) stockholders approve at the 2026 annual meeting?

Stockholders approved all five proposals, including electing eight directors, an advisory nod to executive pay, an annual frequency for future say‑on‑pay votes, ratifying Deloitte & Touche LLP as auditor, and authorizing issuance of Class A shares upon conversion of Series A Convertible Preferred Stock.

How did Infinity Natural Resources (INR) vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on an advisory basis, with 67,036,003 votes for, 2,484,190 against, and 1,525,037 abstentions, plus 1,343,514 broker non‑votes. This supports the board’s current compensation approach without creating a binding obligation.

What frequency for say-on-pay votes did Infinity Natural Resources (INR) investors choose?

Investors favored an annual say‑on‑pay vote, with 71,032,634 votes for every one year, 1,390 for every two years, 6,229 for every three years, and 4,977 abstentions. The company will hold advisory executive compensation votes every year consistent with this recommendation until the next required frequency vote.

Which auditor did Infinity Natural Resources (INR) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 71,608,697 for, 779,811 against, and 236 abstentions, indicating broad support for continuing with the same audit firm.

What share issuance related to preferred stock did Infinity Natural Resources (INR) approve?

Stockholders approved, under NYSE Rule 312.03, issuing Class A common stock upon conversion of Series A Convertible Preferred Stock or otherwise under the February 18, 2026 Securities Purchase Agreement and related Certificate of Designation, with 70,707,702 votes for, 332,588 against, and 4,940 abstentions plus 1,343,514 broker non‑votes.

How many votes did director nominees of Infinity Natural Resources (INR) receive in 2026?

Each of the eight nominees received strong support, with top vote‑getters such as Scott McNeill receiving 71,001,813 votes for and 43,417 withheld. All eight directors were elected to serve until the 2027 Annual Meeting of Stockholders, alongside 1,343,514 broker non‑votes for each nominee.

Filing Exhibits & Attachments

3 documents

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