New Fortress Energy (NFE) Proxy filing summary

Executive summary

• The annual meeting will vote on director elections, auditor appointment, major charter amendments, a large equity issuance, and an amended incentive plan, all tied to a comprehensive restructuring transaction.

• The restructuring will separate the company into two entities (BrazilCo and CoreCo), exchange existing debt for new equity and debt, and result in significant dilution to current shareholders.

• The restructuring is contingent on creditor and court approvals, and failure to complete it could lead to in-court restructuring with likely no recovery for shareholders.

• Pro forma financials show the removal of BrazilCo, recapitalization, and a reverse stock split, with substantial changes to capital structure and earnings per share.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until 2029.

• Approval of Ernst & Young LLP as independent auditor for 2026.

• Charter amendments: declassify the board, majority voting for directors, increase minimum board size, restrict Class A voting on certain amendments, officer exculpation, remove Class B references, and effect a 1-for-50 reverse stock split.

• Approval for issuance of common stock exceeding 20% of outstanding shares, resulting in ~96% dilution to current holders.

• Approval of an amended and restated incentive plan reserving 10% of common stock and 7% of preferred stock for equity awards.

• Proposal to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board currently consists of eight directors, with a majority classified as independent.

• If restructuring is approved, most current directors will resign and a new board will be appointed by creditors, with future elections by majority vote.

• Governance changes include board declassification, majority voting, and increased minimum board size.

• Corporate governance guidelines, code of conduct, and insider trading policies are in place.