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Tamboran Resources Corporation

NYSE:TBN
Annual Meeting

of Shareholders

MEETING DATE

11/19/2026
DEF 14A FILED
10/30/2026
PUBLISHED
10/30/2026 10:51 am
TIME TO PUBLISH
11/01/2026
METHODOLOGY
approve
EXCHANGE NYSE:TBN · CUSIP 87507T101 · CLASS common stock, par value $0.001 per share · CIK 0001997652

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

16
FOR
1
AGAINST
0
WITHHOLD
17
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1(1)
Election of Director - Richard Stoneburner
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states Richard Stoneburner agreed to serve if elected.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1(2)
Election of Director - David Siegel
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states David Siegel agreed to serve if elected.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1(3)
Election of Director - Phillip Pace
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states Phillip Pace agreed to serve if elected.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Ratification of the appointment of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027.
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Audit & Risk Management Committee approved Ernst & Young's engagement on October 1, 2026.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Ratification and approval, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue of 3,400,093 shares of Common Stock pursuant to the Company's US Public Offering.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

If approved, the shares will not count toward the Company's 15% placement capacity.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Approval of the issuance of: (1) up to 32,740 restricted stock units in the Company; and (2) up to 32,740 performance stock units in the Company under the Plan to Mr. Todd Abbott (or his nominee), on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the securities promote ownership and align Mr. Abbott's interests with stockholders.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Fred Barrett (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock or CDIs (as applicable)) to Mr. Patrick Elliott (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Honorable Andrew Robb (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. David Siegel (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
9
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Ryan Dalton (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
10
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Jeff Bellman (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
11
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Scott Sheffield (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
12
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Phillip Pace (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
13
Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Richard Stoneburner (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the RSUs would be issued instead of equivalent cash director fees.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
14
Approval, for the purposes of ASX Listing Rule 10.17 and the Company's bylaws and for all other purposes, that the maximum aggregate annual cash fee pool from which the non-executive directors of the Company may be paid for their services as members of the board of directors of the Company (the "Board") be increased from US$2,000,000 per annum to US$2,700,000 per annum.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states the maximum annual cash fee pool would increase from US$2,000,000 to US$2,700,000.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
15
Approval of the ASX Limited's grant to the Company of a waiver from ASX Listing Rule 7.1 to permit the Company to issue new securities without obtaining the approval of the Company's stockholders under ASX Listing Rule 7.1, and otherwise on the terms and conditions summarized in this Proxy Statement.
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the waiver permits issuing new securities without stockholder approval under ASX Listing Rule 7.1.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

1587639ace51b558f97ea0d6652f682084e6cece35e298ebef3594adfb84307a

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