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LandBridge (NYSE: LB) shareholders re-elect board, approve pay plan and 2026 auditor

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

Rhea-AI Filing Summary

LandBridge Company LLC reported the results of its 2026 annual shareholder meeting. Shareholders elected 11 director nominees, each to serve until the 2027 annual meeting or until a successor is chosen. As of the record date, there were 27,839,229 Class A shares and 49,177,775 Class B shares outstanding, and 71,790,216 common shares were represented at the meeting, equal to about 93.21% of voting power, establishing a quorum.

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 71,763,315 votes for, 22,498 against, and 4,403 abstentions. They approved, on a non-binding basis, compensation for the named executive officers, with 58,745,820 votes for, 8,270,488 against, 43,877 abstentions, and 4,730,031 broker non-votes. Shareholders also supported holding future advisory votes on executive pay every year, and the board adopted an annual frequency consistent with this vote.

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.
Class A shares outstanding 27,839,229 shares As of record date April 23, 2026
Class B shares outstanding 49,177,775 shares As of record date April 23, 2026
Shares represented at meeting 71,790,216 shares Common shares represented; about 93.21% voting power
Auditor ratification votes for 71,763,315 votes Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026
Say-on-pay votes for 58,745,820 votes Advisory approval of named executive officer compensation
Annual frequency votes 66,413,771 votes Support for one-year frequency on future say-on-pay votes
non-binding, advisory basis financial
"approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"ratify the appointment of Deloitte & Touche 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.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 58,745,820 | 8,270,488 | 43,877 | 4,730,031"
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.
quorum financial
"which represented approximately 93.21% of the total voting power of the Company, thereby constituting 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.
record date financial
"As of April 23, 2026, the record date for the 2026 Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Learn about SEC filing dates
0001995807false00019958072026-06-182026-06-18

 

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 18, 2026

 

LandBridge Company LLC

(Exact name of registrant as specified in its charter)

 

Delaware

001-42150

93-3636146

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 230-8864

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:

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 Securities Exchange Act of 1934:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A shares representing limited liability company interests

LB

New York Stock Exchange
NYSE Texas, Inc.

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.

 

On June 18, 2026, LandBridge Company LLC (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”), at which the Company’s shareholders voted on proposals to (i) elect each of the directors nominated by the board of directors of the Company (the “Board”), each for a one-year term expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal, (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Named Executive Officers”) and (iv) approve the frequency of future advisory votes to approve executive compensation.

As of April 23, 2026, the record date for the 2026 Annual Meeting, the Company had 27,839,229 Class A shares representing limited liability company interests in the Company (the “Class A shares”) and 49,177,775 Class B shares representing limited liability company interests in the Company (together with the Class A shares, the “common shares”) outstanding. Holders of common shares were entitled to one vote per common share on each of the forgoing proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2026. There were 71,790,216 common shares represented either virtually or by proxy at the 2026 Annual Meeting, which represented approximately 93.21% of the total voting power of the Company, thereby constituting a quorum.

A summary of the voting results, as certified by the Inspector of Election for the 2026 Annual Meeting, is set forth below.

 

Proposal 1: Election of Directors

 

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

David N. Capobianco

58,340,729

8,719,456

4,730,031

Jason Long

58,462,430

8,597,755

4,730,031

Matthew K. Morrow

58,429,111

8,631,074

4,730,031

Michael S. Sulton

58,429,350

8,630,835

4,730,031

Frank Bayouth

58,428,282

8,631,903

4,730,031

Kara Goodloe Harling

58,429,711

8,630,474

4,730,031

Ben Moore

58,429,096

8,631,089

4,730,031

Charles Watson

58,647,175

8,413,010

4,730,031

Ty Daul

58,643,325

8,416,860

4,730,031

Valerie P. Chase

58,643,721

8,416,464

4,730,031

Andrea Nicolás

58,641,389

8,418,796

4,730,031

 

The Company’s shareholders elected all 11 of the director nominees to serve until the 2027 Annual Meeting or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal.

 

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for Fiscal Year Ending December 31, 2026

 

Votes For

Votes Against

Abstentions

71,763,315

22,498

4,403

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.

 

 

 

 

 


 

Proposal 3: Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

58,745,820

8,270,488

43,877

4,730,031

 

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers.

 

Proposal 4: Non-binding, advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers

 

One Year

Two Years

 

Three Years

Abstentions

Broker Non-Votes

66,413,771

600,920

 

22,167

23,327

4,730,031

 

The Company’s shareholders approved, on a non-binding, advisory basis, a frequency of one year for future advisory votes on the compensation of the Company’s Named Executive Officers.

 

Based on the vote of our shareholders at the 2026 Annual Meeting, and consistent with the Board’s recommendation set forth in the Company’s proxy statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every year until the next shareholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.

 

 


 

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.

LANDBRIDGE COMPANY LLC

 

By: /s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Chief Financial Officer

Dated: June 24, 2026

 

 


FAQ

What did LandBridge (LB) shareholders approve at the 2026 annual meeting?

Shareholders elected 11 directors, ratified Deloitte & Touche LLP as auditor for fiscal 2026, approved advisory executive compensation, and supported holding future advisory votes on executive pay every year, aligning with the board’s recommendation.

How many LandBridge (LB) shares were entitled to vote at the 2026 meeting?

As of April 23, 2026, LandBridge had 27,839,229 Class A shares and 49,177,775 Class B shares outstanding. Each common share carried one vote on each proposal presented at the 2026 annual meeting.

What was LandBridge (LB) shareholder turnout at the 2026 annual meeting?

A total of 71,790,216 common shares were represented virtually or by proxy at the 2026 annual meeting. This represented approximately 93.21% of total voting power, which was sufficient to constitute a quorum for business.

How did LandBridge (LB) shareholders vote on the 2026 auditor ratification?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 with 71,763,315 votes for, 22,498 votes against, and 4,403 abstentions, indicating strong support for the auditor choice.

What were the LandBridge (LB) say-on-pay results in 2026?

The advisory vote on compensation for named executive officers passed with 58,745,820 votes for, 8,270,488 against, 43,877 abstentions, and 4,730,031 broker non-votes, showing shareholder backing for the company’s executive pay program.

How often will LandBridge (LB) hold advisory votes on executive compensation?

Shareholders supported holding advisory votes on executive compensation every year, with 66,413,771 votes for one year. The board decided to conduct these votes annually until the next frequency vote or a future board change.

Filing Exhibits & Attachments

1 document