XPLR Infrastructure LP

04/24/2025 | Press release | Distributed by Public on 04/24/2025 14:19

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
(a)XPLR Infrastructure, LP (XPLR) held its 2025 Annual Meeting of Unitholders (2025 Annual Meeting) on April 22, 2025. At the 2025 Annual Meeting, XPLR's unitholders elected all of XPLR's nominees for director and approved two proposals. The proposals are described in detail in XPLR's definitive proxy statement on Schedule 14A for the 2025 Annual Meeting (Proxy Statement), filed with the Securities and Exchange Commission on March 5, 2025. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.
(b)The final voting results with respect to each proposal voted upon at the 2025 Annual Meeting are set forth below.
Proposal 1
XPLR's unitholders elected each of the four nominees to the board of directors of XPLR until the next annual meeting of unitholders by a majority of the votes cast, as set forth below:
FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
Susan D. Austin 32,013,820 85.9% 5,250,415 350,444 31,617,530
Robert J. Byrne 32,064,642 86.1% 5,195,451 354,586 31,617,530
John W. Ketchum 24,755,500 66.4% 12,514,954 344,225 31,617,530
Peter H. Kind 32,246,567 86.5% 5,018,565 349,547 31,617,530
Without giving effect to the voting limitations and cutbacks that apply to the election of directors as described in the Proxy Statement, the percent of the votes cast FOR Ms. Austin would have been 96.5%, FOR Mr. Byrne would have been 96.6%, FOR Mr. Ketchum would have been 91.8% and FOR Mr. Kind would have been 96.7%.
Proposal 2
XPLR's unitholders ratified the appointment of Deloitte & Touche LLP as XPLR's independent registered public accounting firm for 2025, as set forth below:
FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
156,599,166 98.1% 2,991,968 505,705
-
Proposal 3
XPLR's unitholders approved, by non-binding advisory vote, XPLR's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:
FOR %
VOTES
CAST
FOR
AGAINST ABSTENTIONS BROKER
NON-VOTES
116,004,263 90.8% 11,720,686 754,360 31,617,530