STOCK TITAN
  1. Home
  2. Sec-filings
  3. VGAS
  4. [8-K] Verde Clean Fuels, Inc. Reports Material Event

Verde Clean Fuels (VGAS) stockholders re-elect director and ratify Deloitte as 2026 auditor

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

Rhea-AI Filing Summary

Verde Clean Fuels, Inc. held its 2026 Annual Meeting of Stockholders on June 12, 2026. Stockholders re-elected Jonathan Siegler as the sole Class III director to serve until the 2029 Annual Meeting, with 38,174,994 votes for and 337,358 votes withheld, plus 1,698,867 broker non-votes. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 40,205,518 votes for, 5,701 against, and no abstentions. Quorum was strong, with 40,211,219 shares represented out of 44,549,621 outstanding as of the April 24, 2026 record date.

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.
Shares outstanding on record date 44,549,621 shares Common stock outstanding as of April 24, 2026 record date
Shares represented at meeting 40,211,219 shares Present by proxy or online at 2026 Annual Meeting
Participation rate 90.26% Shares present as a percentage of outstanding as of record date
Votes for director Siegler 38,174,994 votes Election of Class III director at 2026 Annual Meeting
Votes withheld for Siegler 337,358 votes Election of Class III director at 2026 Annual Meeting
Broker non-votes on director 1,698,867 votes Election of Class III director at 2026 Annual Meeting
Votes for auditor ratification 40,205,518 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Votes against auditor ratification 5,701 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."
record date financial
"the record date (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.
broker non-votes financial
"337,358 votes withheld and 1,698,867 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
"independent registered public accounting firm for the fiscal year ending December 31, 2026."
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.
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
FALSE000184142500018414252026-06-152026-06-150001841425vgasw:ClassCommonStockParValue0.0001PerShareMember2026-06-152026-06-150001841425vgasw:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember2026-06-152026-06-15

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 12, 2026
 
Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-40743 85-1863331
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (I.R.S. Employer
Identification No.)
 
711 Louisiana Street, Suite 2160
Houston, TX 77002
 
 
(908) 281-6000
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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
Class A Common Stock, par value $0.0001 per share VGAS 
The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share VGASW 
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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 12, 2026, Verde Clean Fuels, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the proposals set forth below, each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).
 
There were 44,549,621 shares of common stock issued and outstanding at the close of business on April 24, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were 40,211,219 shares present either by proxy or online, representing 90.26% of the total outstanding shares of the Company’s common stock as of the Record Date.
 
A summary of the voting results for each proposal is set forth below.

Proposal No. 1 – Election of Director
 
The stockholders re-elected Jonathan Siegler to serve as the sole Class III director until the 2029 Annual Meeting of Stockholders of the Company and until his successor has been duly elected and qualified or until his earlier resignation, death, disability, disqualification or removal. The voting results were as follows:
 
 
Nominee Votes For  Votes
Withheld		  Broker
Non-Votes		 
Jonathan Siegler  38,174,994   337,358   1,698,867 
 
Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
 
The stockholders approved and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:
  
Votes For  Votes Against  Abstentions 
 40,205,518   5,701   0 


SIGNATURE
 
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.
 
Date: June 15, 2026Verde Clean Fuels, Inc.
    
 By:/s/ George Burdette
  Name: George Burdette
  Title:Chief Executive Officer
 


Source: View Original Filing on SEC EDGAR

FAQ

What did Verde Clean Fuels (VGAS) stockholders decide at the 2026 Annual Meeting?

Stockholders re-elected Jonathan Siegler as the sole Class III director and ratified Deloitte & Touche LLP as the independent auditor for 2026. Both proposals received strong support, confirming the existing board composition and audit firm relationship.

How many VGAS shares were represented at the 2026 Annual Meeting of Stockholders?

A total of 40,211,219 shares were present in person or by proxy at the meeting. This represented 90.26% of the 44,549,621 shares outstanding as of the April 24, 2026 record date, indicating a high participation rate.

What were the vote results for Verde Clean Fuels director Jonathan Siegler?

Jonathan Siegler received 38,174,994 votes for re-election and 337,358 votes withheld, with 1,698,867 broker non-votes. He was re-elected as the Class III director to serve until the 2029 Annual Meeting, continuing his role on the company’s board.

Which audit firm did Verde Clean Fuels (VGAS) stockholders ratify for fiscal year 2026?

Stockholders approved and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 40,205,518 for, 5,701 against, and zero abstentions, indicating overwhelming support.

How many VGAS shares were outstanding on the record date for the 2026 Annual Meeting?

There were 44,549,621 shares of common stock issued and outstanding as of April 24, 2026, the record date. Voting eligibility for the 2026 Annual Meeting was based on share ownership at the close of business on that date.

What percentage of Verde Clean Fuels shares participated in the 2026 Annual Meeting vote?

Shares representing 90.26% of outstanding common stock participated in the meeting. Specifically, 40,211,219 shares were present by proxy or online out of 44,549,621 outstanding, demonstrating a strong stockholder turnout for the vote.

Filing Exhibits & Attachments

4 documents

Other Documents