New Fortress Energy: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Submission Of Matters To A Vote Of Security Holders

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.Approval of the Amended and Restated 2019 Omnibus Incentive PlanOn June 17, 2026, the stockholders of New Fortress Energy Inc. (the “Company”) approved the Company’s Amended and Restated 2019 Omnibus Incentive Plan (the “Amended and Restated Incentive Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Amended and Restated Incentive Plan was previously adopted by the Company’s Board of Directors (the “Board”) on May 6, 2026, subject to stockholder approval. The Amended and Restated Incentive Plan will become effective as of the date the Company’s “Restructuring Transaction” (as defined and described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 27, 2026 (the “Proxy Statement”)) is consummated (the “Restructuring Effective Date”). Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07.The Amended and Restated Incentive Plan, among other things, (i) removes the evergreen provision and includes a fixed maximum aggregate number of shares of Class A common stock to be reserved for issuance thereunder equal to 10% of the total number of shares of Class A common stock outstanding as of the Restructuring Effective Date (in addition to the number of shares of Class A common stock subject to outstanding equity awards granted under the existing Amended and Restated 2019 Omnibus Incentive Plan as of the Restructuring Effective Date), (ii) provides for a new reserve of shares of Series A Mandatorily Convertible Preferred Stock for issuance thereunder equal to 7% of the total number of shares of Series A Mandatorily Convertible Preferred Stock authorized as of the Restructuring Effective Date, which Series A Mandatorily Convertible Preferred Stock will automatically convert to shares of Class A common stock on the three-year anniversary of the Restructuring Effective Date, (iii) extends the term of the Amended and Restated Incentive Plan to the tenth anniversary of the Restructuring Effective Date and (iv) makes certain other updates, including a revised definition of change in control.Within 120 days of the Restructuring Effective Date, the Board will adopt an equity incentive plan for directors, officers and other employees of the Company (the “NFE MIP”) that provides for the issuance of equity and/or equity-based compensation under the Amended and Restated Incentive Plan. The participants in the NFE MIP, the allocations, the reservation for future issuances, the form of equity-based compensation to such participants, and the terms and conditions of such equity-based compensation will be determined by the Board. The Board will engage a compensation consultant to assist it in evaluating and determining the terms and conditions of the equity-based compensation to be awarded under the NFE MIP.The Amended and Restated Incentive Plan is described in greater detail in the Proxy Statement, which disclosure is incorporated herein by reference. The descriptions of the Amended and Restated Incentive Plan contained in the Proxy Statement and this report are qualified in their entirety by reference to the full text of the Form of Amended and Restated Incentive Plan, included as Annex C to the Proxy Statement.Item 5.07. Submission of Matters to a Vote of Security Holders.At the the Annual Meeting, the stockholders of the Company voted on the matters described below, which are further described in the Proxy Statement.1.The Company’s stockholders elected two Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected or appointed and qualified.Read More

New Fortress Energy: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Submission Of Matters To A Vote Of Security Holders

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