| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 7, 2023, Tellurian
Inc. (“Tellurian” or the “Company”) held its 2023 annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting (as described in Item 5.07 below), the stockholders approved and adopted an amended and
restated certificate of incorporation of Tellurian to increase the number of authorized shares of Tellurian common stock from 800 million
to 1.6 billion and make certain immaterial revisions (the “A&R Certificate of Incorporation”). Following the Annual
Meeting, on June 7, 2023, the A&R Certificate of Incorporation was filed with the Delaware Secretary of State and became effective.
The foregoing description
of the A&R Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the A&R
Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein
by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As
noted in Item 5.03 above, the Annual Meeting was held on June 7, 2023. Holders of 562,808,897 shares of Tellurian common stock
and 6,123,782 shares of Tellurian preferred stock issued and outstanding at the close of business on the record date of April 24,
2023 were entitled to vote at the Annual Meeting, of which 389,213,647 shares of Tellurian common stock or preferred stock, or approximately
68.41% of those entitled to vote, were represented in person or by proxy at the Annual Meeting. No management presentation was made at
the Annual Meeting.
The certified results of the
matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting,
are as follows:
Proposal 1
– Election of Directors
Each
of Jean P. Abiteboul, Diana Derycz-Kessler, and Dillon J. Ferguson was elected to the board of directors of Tellurian to hold office
until the 2026 annual meeting of stockholders and his or her successor is duly elected and qualified.
Jean P. Abiteboul
| For |
Against |
Abstain |
Broker Non-Votes |
| 235,334,561 |
15,460,170 |
20,680,348 |
117,738,568 |
Diana Derycz-Kessler
| For |
Against |
Abstain |
Broker Non-Votes |
| 236,075,889 |
15,299,555 |
20,099,635 |
117,738,568 |
Dillon J. Ferguson
| For |
Against |
Abstain |
Broker Non-Votes |
| 219,537,624 |
32,339,453 |
19,598,002 |
117,738,568 |
Proposal 2 – To ratify the appointment
of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2023
The appointment of Deloitte
& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was
ratified.
| For |
Against |
Abstain |
| 377,450,255 |
5,716,017 |
6,047,375 |
Proposal 3 – Approval and Adoption
of Amended and Restated Certificate of Incorporation
An amended and restated certificate
of incorporation of the Company to increase the number of authorized shares of Tellurian common stock and to make certain immaterial revisions
was approved and adopted.
| For |
Against |
Abstain |
| 333,035,478 |
49,493,537 |
6,684,632 |
Proposal 4 – Approval, on a Non-Binding
Advisory Basis, of the Compensation of Tellurian’s Named Executive Officers
The compensation of the Company’s
named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis.
| For |
Against |
Abstain |
Broker Non-Votes |
| 162,372,990 |
81,161,446 |
27,940,643 |
117,738,568 |
Proposal 5 – Approval, on a Non-Binding
Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation
The frequency of future advisory
votes on compensation of the Company’s named executive officers approved, on a non-binding advisory basis, was “1 Year”.
| 3 Years |
2 Years |
1 Year |
Abstain |
Broker
Non-Votes |
| 33,876,195 |
8,565,513 |
218,326,698 |
10,706,673 |
117,738,568 |
With respect to Proposal 5,
the Company’s board of directors, after considering the advisory vote of the stockholders, has determined to provide for an advisory
stockholder vote on the compensation of the Company’s named executive officers on an annual basis.