Tamboran Resources Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Energy
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
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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 | ||||||