Tamboran Resources Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$TBN
Oil & Gas Production
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): May 2, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: Australia +61 2 8330 6626
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 Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 2, 2025, following the recommendation of the Nominations & Governance Committee (the “Nominating
Committee”) of the board of directors (the “Board”) of Tamboran Resources Corporation (the “Company”), the Board extended an
offer to Jeffrey Bellman to serve as a director. Mr. Bellman promptly accepted this offer, and was appointed as a Class I director, to
serve as a Class I director for term expiring at the annual meeting of stockholders in 2027 or until his earlier death, resignation or
removal. The Board also appointed Mr. Bellman to serve on the Audit & Risk Management (the “Audit Committee”) and
Sustainability Committees of the Board.
Mr. Bellman brings a 33-year track record in the investment management industry, with a specific focus on analyzing and
investing in the global public oil and gas sector. Throughout his career, he has managed equity portfolios across a wide spectrum of
market capitalizations and cultivated strong relationships with management teams across multiple energy cycles. His recent experience
includes twelve years as a Managing Director within the equities and fixed income group at Nuveen Investments. Mr. Bellman holds a
Bachelor of Arts and a Master in Business Administration from the University of Chicago.
The Board has determined that Mr. Bellman is an independent director under New York Stock Exchange listing standards
and the Company’s Corporate Governance Guidelines and meets the heightened independence standards for service on the Audit
Committee set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In connection with his appointment to the Board, the Board will enter into an indemnification agreement with Mr. Bellman in
the form of the indemnification agreement attached as Exhibit 10.1 to the Company’s Form 10-K for the year ended June 30, 2024. In
addition, Mr. Bellman will be paid with the same compensation received by other non-management directors on the Board.
Item 7.01 Regulation FD Disclosure.
On May 5, 2025, the Company issued a press release (the “Press Release”) announcing the matters set forth under Item 5.02.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and the Press Release shall be considered “furnished” and shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the
Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference
in such a filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
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: May 5, 2025 | By: | /s/ Eric Dyer | ||||
Eric Dyer Chief Financial Officer | ||||||