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Prairie Operating (NASDAQ: PROP) investors reelect board, ratify Deloitte

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

Rhea-AI Filing Summary

Prairie Operating Co. held its 2026 Annual Meeting of Stockholders on June 3, 2026April 15, 202697,344,348 common shares were outstanding, were entitled to vote, and 65,706,444 shares were represented in person or by proxy.

Stockholders elected all four director nominees to serve until the 2027 annual meeting, with votes for each ranging from about 35.1 million to 38.3 million, plus broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a strong margin of 64,577,836 votes for, 491,258 against, and 637,350 abstentions.

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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.
Shares outstanding on record date 97,344,348 shares Common stock outstanding and entitled to vote as of April 15, 2026
Shares voted at meeting 65,706,444 shares Common stock represented in person or by proxy at 2026 annual meeting
Votes for Deloitte & Touche LLP 64,577,836 votes Ratification as independent registered public accounting firm for 2026
Votes against Deloitte & Touche LLP 491,258 votes Ratification of auditor for fiscal year ending December 31, 2026
Votes for Richard N. Frommer 38,317,707 votes Election to Board of Directors at 2026 annual meeting
Votes for Jonathan Gray 36,733,474 votes Election to Board of Directors at 2026 annual meeting
Votes for Stephen Lee 35,090,781 votes Election to Board of Directors at 2026 annual meeting
Votes for Erik Thoresen 36,304,858 votes Election to Board of Directors at 2026 annual meeting
Emerging growth company regulatory
"Emerging growth company"
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.
broker non-votes financial
"Abstentions | | 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
"ratified the appointment of Deloitte & Touche LLP as the 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.
definitive proxy statement regulatory
"described in the Company’s definitive proxy statement for the Annual Meeting"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Understanding 8-K Material Events →
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 3, 2026

Prairie Operating Co.
(Exact name of registrant as specified in its charter)

Delaware
001-41895
98-0357690
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
55 Waugh Drive, Suite 400
Houston, Texas
77007
(Address of principal executive offices)
(Zip code)
 
(713) 424-4247
Registrant’s telephone number, including area code:

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 each exchange on which registered
Common Stock, $0.01 par value
 
PROP
 
The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Prairie Operating Co. (the “Company”) that was held on June 3, 2026, only stockholders of record at the close of business on April 15, 2026, the record date for the Annual Meeting (the “Record Date”), were entitled to vote. As of the Record Date, 97,344,348 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 65,706,444 shares of the Company’s Common Stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 23, 2026.

Proposal No. 1 - Election of Directors
 
The Company’s stockholders elected the director nominees below to the Board of Directors of the Company to hold office until the 2027 Annual Meeting of Stockholders or until their successors are elected, by the vote indicated below:
 
Director Nominees
Votes For
Votes Against
Abstentions
Broker Non-
Votes
Richard N. Frommer
38,317,707
1,115,867
384,236
25,888,634
Jonathan Gray
36,733,474
2,506,996
577,340
25,888,634
Stephen Lee
35,090,781
4,333,118
393,911
25,888,634
Erik Thoresen
36,304,858
3,142,980
369,972
25,888,634
 
Proposal No. 2 - Ratification of the Appointment of Independent Registered Accounting Firm
 
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, by the vote indicated below:

Votes For
Votes Against
Abstentions
64,577,836
491,258
637,350

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: June 5, 2026
 
PRAIRIE OPERATING CO.


By:
/s/ Daniel T. Sweeney
Name:
Daniel T. Sweeney
Title:
Executive Vice President, General Counsel & Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Prairie Operating Co. (PROP) stockholders vote on at the 2026 annual meeting?

Stockholders elected four directors and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, based on proposals described in the definitive proxy statement.

How many Prairie Operating Co. (PROP) shares were eligible and actually voted?

As of April 15, 2026, 97,344,348 common shares were outstanding and entitled to vote. At the annual meeting, 65,706,444 shares were voted in person or by proxy on the proposals presented.

What were the vote results for Prairie Operating Co. director elections?

Each of the four nominees received over 35 million votes for. For example, Richard N. Frommer received 38,317,707 votes for and 1,115,867 against, with additional abstentions and broker non-votes recorded.

Which auditing firm did Prairie Operating Co. (PROP) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Prairie Operating Co.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 64,577,836 votes for, 491,258 against, and 637,350 abstentions.

Who was eligible to vote at Prairie Operating Co.’s 2026 annual meeting?

Only stockholders of record at the close of business on April 15, 2026 were entitled to vote. On that record date, 97,344,348 shares of Prairie Operating Co. common stock were outstanding and eligible.

Filing Exhibits & Attachments

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