[8-K] New Fortress Energy Inc. Reports Material Event

Rhea-AI Filing Summary

New Fortress Energy (NASDAQ:NFE) filed an 8-K reporting the results of its 2025 Annual Meeting of Stockholders held on June 18, 2025. Shareholders elected three Class III directors: Desmond Iain Catterall, Wesley R. Edens, and Randal A. Nardone, each to serve until the 2028 Annual Meeting. The election results showed strong support, with each director receiving over 194 million votes in favor.

Additionally, stockholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2025, with overwhelming approval of 244,403,944 votes in favor (99.7% approval rate).

Positive

• Strong shareholder support with over 87% approval for all director nominees
• Near-unanimous approval (99.7%) for independent auditor appointment
• Clear demonstration of shareholder alignment with management decisions

Negative

• None.

Insights

Corporate Governance Expert

Strong shareholder support for board nominees and auditor indicates robust corporate governance alignment.

The voting results demonstrate exceptionally high shareholder confidence in the board composition. All three Class III directors secured approval rates above 87%, with Wesley Edens and Randal Nardone receiving particularly strong support at approximately 90% approval. The significant broker non-votes (23.2M) suggest substantial institutional ownership. The near-unanimous approval (99.7%) for Ernst & Young as the independent auditor reflects shareholder satisfaction with the company's financial oversight mechanisms.

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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 18, 2025

New Fortress Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38790			83-1482060
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

111 W. 19th Street, 8th Floor New York, NY						10011
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (516) 268-7400

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 exchange on which registered
Class A Common Stock			NFE			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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 18, 2025, the stockholders of New Fortress Energy Inc. (the “Company”) voted on the matters described below:

1.The Company’s stockholders elected three Class III directors, who comprise all the directors of such class, to serve until the 2028 Annual Meeting of Stockholders and until their respective successors are duly elected or appointed and qualified. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this proposal are summarized in the table below:

Director Nominee						Votes For						Votes Withheld						Broker Non-Votes*
Desmond Iain Catterall						194,996,793						26,913,669						23,232,492
Wesley R. Edens						201,583,435						20,327,027						23,232,492
Randal A. Nardone						201,451,890						20,458,572						23,232,492

2.The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below:

Votes For						Votes Against						Abstentions
244,403,944						402,955						336,055

* 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 these 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 do not receive instructions are not entitled to vote on the election of directors, but they are entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

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.

			NEW FORTRESS ENERGY INC.
Date: June 25, 2025			By:			/s/ Christopher S. Guinta
			Name:			Christopher S. Guinta
			Title:			Chief Financial Officer

FAQ

Who are the newly elected Class III directors for New Fortress Energy (NFE)?

The elected Class III directors are Desmond Iain Catterall, Wesley R. Edens, and Randal A. Nardone. They will serve until the 2028 Annual Meeting of Stockholders.

What was the voting result for NFE's independent auditor ratification?

Ernst & Young LLP was ratified as NFE's independent auditor with 244,403,944 votes in favor (99.7% approval), 402,955 votes against, and 336,055 abstentions.

How many broker non-votes were recorded in NFE's director election?

There were 23,232,492 broker non-votes recorded for each director nominee in the election.

Which NFE director received the highest number of favorable votes?

Wesley R. Edens received the highest number of favorable votes with 201,583,435 votes 'For' his election.