[8-K] Tamboran Resources Corp Reports Material Event

Rhea-AI Filing Summary

Tamboran Resources Corporation reported the results of its 2025 Annual Meeting of Stockholders held on December 4, 2025. Stockholders elected three Class II directors — Ryan Dalton, Andrew Robb, and Scott Sheffield — to new three-year terms, with over 10 million votes cast in favor of each and broker non-votes recorded where applicable.

Investors also ratified the appointment of Ernst & Young as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with more than 11.1 million votes for and very few votes against or abstaining. In addition, stockholders approved several equity-based compensation items under the 2024 Equity Incentive Plan, including issuance of 27,251 shares of common stock (or equivalent CDIs/RSUs) to Interim CEO Richard Stoneburner in lieu of cash fees, and potential share issuances to directors Scott Sheffield, Phillip Pace, and Jeffrey Bellman in lieu of up to US$200,000 of annual director fees each over a two-year period, subject to ASX Listing Rule 10.14.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Understanding 8-K Material Events →

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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): December 4, 2025

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-42149		93-4111196
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

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		Name of each exchange on which registered
Common stock, $0.001 par value per share		TBN		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  ☒

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 5.07Submission of Matters to a Vote of Security Hold.

On December 4, 2025, Tamboran Resources Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders

(the “2025 Annual Meeting”) where the following matters were voted upon by the Company’s stockholders:

1. The election of each of the Company’s three directors Class II directors, being each of: (1) Ryan Dalton, (2) Andrew Robb, and (3)

Scott Sheffield;

2. Ratification and approval of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year

ending June 30, 2026;

3. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of 27,251 shares of Common Stock

(which may be represented by CDIs or RSUs) to Richard Stoneburner (or his nominee) under the 2024 Equity Incentive Plan (the

“Plan”), in lieu of the equivalent amount of fees otherwise payable to him by the Company for his service as Interim Chief Executive

Officer;

4. Approval, subject to the passing of Proposal 1, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of

shares of Common Stock (which may be represented by CDIs) to Mr. Scott Sheffield (or his nominee) up to a value of US$200,000 in

each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000)

under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election;

5. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which

may be represented by CDIs) to Mr. Phillip Pace (or his nominee) up to a value of US$200,000 in each fiscal year during the two year

period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent

amount of directors fees otherwise payable to him by the Company at his election; and

6. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which

may be represented by CDIs) to Mr. Jeffrey Bellman (or his nominee) up to a value of US$200,000 in each fiscal year during the two

year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the

equivalent amount of directors fees otherwise payable to him by the Company at his election.

As noted in the proxy statement for the 2025 Annual Meeting, under the rules of the ASX, the Company disregarded votes cast in

favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions

impacted the final voting results reflected below.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of Directors		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
Ryan Dalton		10,025,011		-		111,066		1,005,608
Andrew Robb		10,025,888		-		110,189		1,005,608
Scott Sheffield		10,135,069		-		1,008		1,005,608

The three Class II directors nominated by the Board of Directors were elected to serve for a three-year term and until their successors

have been duly elected and qualified or until their earlier death, resignation, or removal. There were no nominees to office other than

the directors elected.

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
2. Ratification of the appointment of Ernst & Young as the Company’s independent auditors for the fiscal year ending June 30, 2026.		11,140,446		1,233		6		0

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
3. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of 27,251 shares of Common Stock (which may be represented by CDIs or RSUs) to Richard Stoneburner (or his nominee) under the Plan, in lieu of the equivalent amount of fees otherwise payable to him by the Company for his service as Interim Chief Executive Officer.		10,080,634		14,252		41,191		1,005,608

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
4. Approval, subject to the passing of Proposal 1, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which may be represented by CDIs) to Mr. Scott Sheffield (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election.		10,111,512		14,439		10,126		1,005,608

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
5. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which may be represented by CDIs) to Mr. Phillip Pace (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election.		10,110,905		15,013		$10,159.00		1,005,608

		FOR		AGAINST		ABSTAIN		BROKER NON- VOTES
6. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which may be represented by CDIs) to Mr. Jeffrey Bellman (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election.		10,110,905		15,013		$10,159.00		1,005,608

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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.

				TAMBORAN RESOURCES CORPORATION
Date: December 8, 2025				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did Tamboran Resources Corporation (TBN) announce in this 8-K?

Tamboran Resources Corporation disclosed the results of its 2025 Annual Meeting of Stockholders held on December 4, 2025, including director elections, auditor ratification, and approval of several equity-based compensation proposals under the 2024 Equity Incentive Plan.

Which directors of Tamboran Resources (TBN) were elected at the 2025 Annual Meeting?

Stockholders elected three Class II directors — Ryan Dalton, Andrew Robb, and Scott Sheffield — each receiving about 10 million votes in favor and being appointed to serve three-year terms until their successors are elected and qualified.

Which auditing firm did Tamboran Resources (TBN) stockholders ratify?

Stockholders ratified and approved Ernst & Young as Tamboran Resources Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with approximately 11,140,446 votes for, 1,233 against, and 6 abstentions.

What equity compensation was approved for Interim CEO Richard Stoneburner at Tamboran Resources (TBN)?

Stockholders approved the issuance of 27,251 shares of common stock (which may be represented by CDIs or RSUs) to Richard Stoneburner under the 2024 Equity Incentive Plan, in lieu of an equivalent amount of fees otherwise payable to him for his service as Interim Chief Executive Officer.

What share-based director fee arrangements were approved for Scott Sheffield, Phillip Pace, and Jeffrey Bellman at Tamboran Resources (TBN)?

Stockholders approved, for purposes of ASX Listing Rule 10.14 and all other purposes, potential issuances of shares of common stock (or CDIs) to Scott Sheffield, Phillip Pace, and Jeffrey Bellman. Each director may elect to receive up to US$200,000 in shares per fiscal year over a two-year period, for an aggregate value of up to US$400,000 per director, in lieu of cash director fees.

Did ASX voting exclusions affect the Tamboran Resources (TBN) 2025 Annual Meeting results?

Yes. As noted in the proxy materials, under ASX rules the company disregarded certain votes in favor on specific proposals where shareholders had an interest in the outcome, and these voting exclusions affected the final reported results for those proposals.