XPLR Infrastructure LP filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 earliest event reported: April 22, 2025
| Commission File Number | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | IRS Employer Identification Number | ||||||||||||
State or other jurisdiction of incorporation or organization: Delaware
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
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 | ||||||||||||||||||||||
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 thereunto duly authorized.
Date: April 24, 2025
XPLR INFRASTRUCTURE, LP | ||
| (Registrant) | ||
DAVID FLECHNER | ||
David Flechner Corporate Secretary | ||