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WaterBridge (NYSE: WBI) investors back directors, Deloitte and annual say-on-pay

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

Rhea-AI Filing Summary

WaterBridge Infrastructure LLC reported results of its 2026 annual shareholder meeting. As of the April 23, 2026 record date, the company had 47,016,059 Class A shares and 76,440,150 Class B shares outstanding, with 112,290,709 common shares represented, about 90.95% of voting power, establishing a quorum.

Shareholders elected all 13 director nominees to serve until the 2027 annual meeting. They also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 112,126,827 votes for and 152,412 against.

On a non-binding basis, shareholders approved compensation for the named executive officers, with 107,003,160 votes for and 113,269 against. They also supported holding future advisory votes on executive compensation every year, with 105,442,714 votes favoring an annual frequency, and the board adopted this one-year schedule.

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.
Class A shares outstanding 47,016,059 shares As of April 23, 2026 record date
Class B shares outstanding 76,440,150 shares As of April 23, 2026 record date
Shares represented at meeting 112,290,709 shares Common shares represented; about 90.95% voting power
Auditor ratification votes for 112,126,827 votes Ratification of Deloitte & Touche for FY ending December 31, 2026
Say-on-pay votes for 107,003,160 votes Advisory approval of named executive officer compensation
One-year frequency support 105,442,714 votes Preference for annual say-on-pay frequency
Highest director support example 106,949,257 votes for Election of director nominee Valerie P. Chase
broker non-votes financial
"Director Nominee | Votes For | Votes Withheld | 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.
non-binding, advisory basis financial
"approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Inspector of Election regulatory
"A summary of the voting results, as certified by the Inspector of Election for the 2026 Annual Meeting"
An inspector of election is an independent individual or firm appointed to oversee and verify a company’s shareholder vote, acting like a neutral referee who counts ballots, confirms voter eligibility, and certifies the official results. Investors care because the inspector’s work ensures votes on key issues — such as board members, mergers or executive pay — are tallied fairly and accurately, which protects shareholder rights and preserves confidence in corporate governance.
quorum regulatory
"which represented approximately 90.95% of the total voting power of the Company, thereby constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm financial
"ratify the appointment of Deloitte & Touche LLP 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.
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Learn about SEC filing dates
false000206494700020649472026-06-182026-06-18

 

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, 2026

WaterBridge Infrastructure LLC

(Exact name of registrant as specified in its charter)

Delaware

001-42850

33-4546086

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 230-8864

Not applicable

(Former name or former address, if changed since last report.)

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 Securities Exchange Act of 1934:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A shares representing limited liability company interests

WBI

New York Stock Exchange

NYSE Texas, Inc.

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.

 

On June 18, 2026, WaterBridge Infrastructure LLC (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”), at which the Company’s shareholders voted on proposals to (i) elect each of the directors nominated by the board of directors of the Company (the “Board”), each for a one-year term expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal, (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Named Executive Officers”) and (iv) approve the frequency of future advisory votes to approve executive compensation.

As of April 23, 2026, the record date for the 2026 Annual Meeting, the Company had 47,016,059 Class A shares representing limited liability company interests in the Company (the “Class A shares”) and 76,440,150 Class B shares representing limited liability company interests in the Company (together with the Class A shares, the “common shares”) outstanding. Holders of common shares were entitled to one vote per common share on each of the forgoing proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2026. There were 112,290,709 common shares represented either virtually or by proxy at the 2026 Annual Meeting, which represented approximately 90.95% of the total voting power of the Company, thereby constituting a quorum.

A summary of the voting results, as certified by the Inspector of Election for the 2026 Annual Meeting, is set forth below.

 

Proposal 1: Election of Directors

 

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

David N. Capobianco

89,809,530

17,336,330

5,144,849

Jason Long

91,413,636

15,732,224

5,144,849

Matthew K. Morrow

89,796,844

17,349,016

5,144,849

Michael S. Sulton

89,794,578

17,351,282

5,144,849

Frank Bayouth

89,797,109

17,348,751

5,144,849

Kara Goodloe Harling

89,797,339

17,348,521

5,144,849

Jeffrey Eaton

89,797,074

17,348,786

5,144,849

Ben Moore

89,778,881

17,366,979

5,144,849

James Crane

102,875,937

4,269,923

5,144,849

Greg Daily

105,196,168

1,949,692

5,144,849

Jeffrey Ritenour

89,801,011

17,344,849

5,144,849

Janet Carrig

106,914,565

231,295

5,144,849

Valerie P. Chase

106,949,257

196,603

5,144,849

 

The Company’s shareholders elected all 13 of the director nominees to serve until the 2027 Annual Meeting or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal.

 

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for Fiscal Year Ending December 31, 2026

 

Votes For

Votes Against

Abstentions

112,126,827

152,412

11,470

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.

 


 

Proposal 3: Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers

Votes For

Votes Against

Abstentions

Broker Non-Votes

107,003,160

113,269

29,431

5,144,849

 

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers.

 

Proposal 4: Non-binding, advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers

 

One Year

Two Years

 

Three Years

Abstentions

Broker Non-Votes

105,442,714

1,650,854

 

21,957

30,335

5,144,849

 

The Company’s shareholders approved, on a non-binding, advisory basis, a frequency of one year for future advisory votes on the compensation of the Company’s Named Executive Officers.

 

Based on the vote of our shareholders at the 2026 Annual Meeting, and consistent with the Board’s recommendation set forth in the Company’s proxy statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every year until the next shareholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.

 

 


 

 

 

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.

WATERBRIDGE INFRASTRUCTURE LLC

By:

/s/ Scott L. McNeely

Name: Scott L. McNeely

Title: Chief Financial Officer

Date: June 24, 2026

 

 


FAQ

What was the shareholder turnout at WaterBridge (WBI)'s 2026 annual meeting?

Shareholder turnout was high, with 112,290,709 common shares represented, equal to about 90.95% of total voting power. This strong participation established a valid quorum and allowed all director, auditor, compensation, and frequency proposals to be decided at the 2026 annual meeting.

Did WaterBridge (WBI) shareholders elect all director nominees at the 2026 meeting?

Yes, shareholders elected all 13 director nominees to serve until the 2027 annual meeting. Each nominee, including Janet Carrig and Valerie P. Chase, received a majority of votes cast, with broker non-votes reported separately and not preventing any director from being elected.

How did WaterBridge (WBI) shareholders vote on Deloitte & Touche as auditor for 2026?

Shareholders strongly supported Deloitte & Touche LLP as independent auditor for 2026, with 112,126,827 votes for, 152,412 against, and 11,470 abstentions. This ratification confirms Deloitte & Touche will continue auditing the company’s financial statements for the fiscal year ending December 31, 2026.

What was the result of WaterBridge (WBI)'s say-on-pay vote for named executive officers?

Shareholders approved, on a non-binding basis, the compensation of WaterBridge’s named executive officers, with 107,003,160 votes for, 113,269 against, and 29,431 abstentions. Broker non-votes totaled 5,144,849, but did not prevent the advisory say-on-pay proposal from receiving majority support.

How often will WaterBridge (WBI) hold future advisory votes on executive pay?

Shareholders favored an annual advisory vote on executive compensation, with 105,442,714 votes for one year, 1,650,854 for two years, 21,957 for three years, and 30,335 abstentions. The board decided to hold say-on-pay votes every year until shareholders next vote on frequency.

How many WaterBridge (WBI) shares were outstanding on the 2026 record date?

On the April 23, 2026 record date, WaterBridge had 47,016,059 Class A shares and 76,440,150 Class B shares outstanding. Each common share carried one vote on all proposals presented at the 2026 annual meeting, including director elections and advisory compensation items.

Filing Exhibits & Attachments

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