Form 8-K - Current report

Tamboran Resources Corp false 0001997652 0001997652 2024-11-04 2024-11-04

 

 

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): November 4, 2024

 

 

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-42149		93-4111196
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: Australia [phone]

 

 

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
Common stock, $0.001 par value per share		TBN		New York Stock Exchange

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. ☐

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 4, 2024, Tamboran Resources Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) where the following matters were voted upon by the Company’s stockholders:

1. the election of each of the Company’s three directors Class I directors, being each of: (1) Fredrick Barrett, (2) Patrick Elliott and (3) Stephanie Reed;

2. the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025;

3. the ratification and approval, for purposes of ASX Listing Rule 7.4 and for all other purposes, of the prior issuance of 489,088 shares of the Company’s Common Stock to Helmerich & Payne International Holdings, LLC (“H&P”), upon the conversion of the 5.5% Convertible Senior Note due 2029 between H&P, the Company, and the guarantors thereto dated June 4, 2024 (the “Convertible Note”);

4. the approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issuance of 312,500 shares of Common Stock (which may be represented by CDIs) to Daly Waters Energy, LP (or its nominee) in satisfaction of certain payment obligations under the TB1 Joint Venture Agreement (as defined in the Annual Report); and

5. the approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which may be represented by CDIs) to Mr. Ryan Dalton (or his nominee) up to a value of US$200,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate up to a value of US$600,000) under the 2024 Equity Incentive Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election.

As noted in the proxy statement for the 2024 Annual Meeting, under the rules of the ASX, the Company disregarded votes cast in favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions impacted the final voting results reflected below.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

1. Election of Directors

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
Fredrick Barrett			6,869,266				—				515,644				957,966
Patrick Elliott			7,196,329				—				188,581				957,966
Stephanie Reed			6,877,866				—				507,044				957,966

The three Class I directors nominated by the Board of Directors were elected to serve until the third annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal. There were no nominees to office other than the directors elected.

 

		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2025			8,342,259				0				617				0

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		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
3. Ratification and approval, for purposes of ASX Listing Rule 7.4 and for all other purposes, of the prior issuance of 489,088 shares of the Company’s Common Stock to H&P, upon the conversion of the Convertible Note			6,803,878				4,382				576,650				957,966
		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
4. Approval, for purposes of ASX Listing Rule 10.11 and for all other purposes, of the issuance of 312,500 shares of Common Stock (which may be represented by CDIs) to Daly Waters Energy, LP (or its nominee) in satisfaction of certain payment obligations under the TB1 Joint Venture Agreement (as defined in the Annual Report)			5,468,567				4,398				1,911,945				957,966
		FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
5. Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of shares of Common Stock (which may be represented by CDIs) to Mr. Ryan Dalton (or his nominee) up to a value of US$200,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate up to a value of US$600,000) under the 2024 Equity Incentive Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election			7,332,811				5,126				46,973				957,966

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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: November 7, 2024				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

Document and Entity Information	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2024
Entity Registrant Name	Tamboran Resources Corp
Entity Incorporation State Country Code	DE
Entity File Number	001-42149
Entity Tax Identification Number	93-4111196
Entity Address Address Line 1	Suite 01, Level 39, Tower One, International Towers Sydney
Entity Address Address Line 2	100 Barangaroo Avenue
Entity Address City Or Town	Barangaroo
Entity Address Postal Zip Code	NSW 2000
Entity Address Country	AU
Country Region	61
City Area Code	2
Local Phone Number	8330 6626
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.001 par value per share
Trading Symbol	TBN
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001997652

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