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LanzaTech Global (NASDAQ: LNZA) holders approve directors and pay

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

Rhea-AI Filing Summary

LanzaTech Global, Inc. reported voting results from its 2026 Annual Meeting of Stockholders. A total of 7,865,074 shares of common stock, representing approximately 77.96% of the 10,089,163 shares entitled to vote as of April 28, 2026, were represented in person or by proxy.

Stockholders elected Class III directors Dorri McWhorter and Jim Messina to serve until the 2029 annual meeting, with each receiving over 7.3 million "for" votes. They also ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 7,337,387 votes in favor versus 242,955 against. All three proposals described in the proxy statement received the required level of support.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented 7,865,074 shares Shares present or by proxy at 2026 annual meeting
Participation rate 77.96% Portion of shares entitled to vote represented at meeting
Shares entitled to vote 10,089,163 shares Common stock issued and outstanding as of April 28, 2026
Votes for McWhorter 7,356,272 votes For votes electing Class III director Dorri McWhorter
Votes for Messina 7,369,422 votes For votes electing Class III director Jim Messina
Auditor ratification support 7,855,643 votes For votes ratifying BDO USA, P.C. as 2026 auditor
Say-on-pay support 7,337,387 votes For votes approving compensation of named executive officers
broker non-votes financial
"Broker non-votes had no effect on the outcome of Proposal 1."
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
"ratification of BDO USA, P.C. 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.
advisory and non-binding basis financial
"Stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers"
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
record date financial
"as of the close of business on April 28, 2026, the record date for the 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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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 23, 2026
LanzaTech Global, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4028292-2018969
(State or other jurisdiction
of incorporation)
(Commission File Number)(I.R.S. Employer
Identification No.)
8045 Lamon Avenue, Suite 400
Skokie, Illinois
60077
(Address of principal executive offices)(Zip Code)
(847) 324-2400
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication 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-commencements 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 SymbolsName of each exchange on which registered
Common Stock, par value $0.0000001 per shareLNZAThe Nasdaq Stock Market LLC
Warrants to purchase Common StockLNZAWThe 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).
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 23, 2026, LanzaTech Global, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 7,865,074 shares of the Company’s common stock (“Common Stock”), representing approximately 77.96% of the shares entitled to vote at the Annual Meeting, were represented at the Annual Meeting in person, including by means of remote communication, or by proxy.

As described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026 (the “Proxy Statement”), as of the close of business on April 28, 2026, the record date for the Annual Meeting, there were 10,089,163 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting.

Stockholders voted on the following three proposals at the Annual Meeting, all of which are described in the Proxy Statement, and cast their votes as described below:

Proposal 1 – Election of Class III Directors

Stockholders approved the election of each of the Company’s two Class III director nominees to hold office until the 2029 Annual Meeting of Stockholders of the Company and until his or her successor is elected or appointed (“Proposal 1”). The affirmative vote of a plurality of the votes cast by the holders of Common Stock present in person, including by means of remote communication, or represented by proxy and entitled to vote thereon was required to elect each of Ms. McWhorter and Mr. Messina. Broker non-votes had no effect on the outcome of Proposal 1. The voting results were as follows:

Nominee
For
Withheld
Broker Non-Votes
Dorri McWhorter7,356,272227,528281,274
Jim Messina7,369,422214,378281,274

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders approved the ratification of BDO USA, P.C. as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 (“Proposal 2”). The affirmative vote of a majority of the votes cast by the holders of Common Stock present in person, including by means of remote communication, or represented by proxy and entitled to vote thereon was required to approve Proposal 2. Abstentions were not considered votes cast and had no effect on the outcome of Proposal 2. There were no broker non-votes for Proposal 2 as it was a routine matter. The results of the voting were as follows:

For
Against
Abstain
Broker Non-Votes
7,855,6431,3178,1140

Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Proposal 3”). The affirmative vote of a majority of the votes cast by the holders of Common Stock present in person, including by means of remote communication, or represented by proxy and entitled to vote thereon was required to approve Proposal 3. Abstentions and broker non-votes were not considered votes cast and had no effect on the outcome of Proposal 3. The results of the voting were as follows:

For
Against
Abstain
Broker Non-Votes
7,337,387242,9553,458281,274

2


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

3


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.


LANZATECH GLOBAL, INC.
Dated: June 24, 2026
By:
/s/ Maryann Maas
Name:
Maryann Maas
Title:
General Counsel-Corporate Secretary
4

FAQ

What did LanzaTech Global (LNZA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three proposals: electing two Class III directors, ratifying BDO USA, P.C. as independent registered public accounting firm for 2026, and approving on an advisory, non-binding basis the compensation of the company’s named executive officers as described in the proxy statement.

Were LanzaTech Global (LNZA) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Class III director nominees Dorri McWhorter and Jim Messina to serve until the 2029 annual meeting. McWhorter received 7,356,272 votes for, and Messina received 7,369,422 votes for, with broker non-votes recorded but having no effect on the election outcomes.

Did LanzaTech Global (LNZA) shareholders approve the company’s auditor for 2026?

Yes. Shareholders approved the ratification of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 7,855,643 votes for, 1,317 against, and 8,114 abstentions. There were no broker non-votes because the proposal was considered a routine matter.

How did LanzaTech Global (LNZA) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. The proposal received 7,337,387 votes for, 242,955 against, and 3,458 abstentions, with 281,274 broker non-votes, which were not considered votes cast and did not affect the outcome.

What level of shareholder participation did LanzaTech Global (LNZA) have at the 2026 annual meeting?

Participation was strong, with 7,865,074 shares of common stock represented in person or by proxy. This represented approximately 77.96% of the 10,089,163 shares issued, outstanding, and entitled to vote as of the April 28, 2026 record date described in the proxy statement.

What voting standard applied to LanzaTech Global (LNZA) proposals at the 2026 meeting?

For director elections, a plurality of votes cast by holders present or represented by proxy was required. For the auditor ratification and advisory executive compensation vote, a majority of votes cast was required. Broker non-votes and abstentions were each excluded from the relevant vote calculations as described.

Filing Exhibits & Attachments

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