WaterBridge Infrastructure年度股東大會通過全部董事選舉及續聘德勤，高管薪酬諮詢案獲壓倒性支持

8-K
 
 
 
 false000206494700020649472026-06-182026-06-18

  

 
 
 
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): June 18, 2026 
 
WaterBridge Infrastructure LLC
(Exact name of registrant as specified in its charter) 
 
 

 
 
 
 
 
 
 
 

 
 

 

 

 

 

 

 
 Delaware

 

 001-42850

 

 33-4546086

 

 
 (State or other jurisdiction
of incorporation)

 

 (Commission
File Number)

 

 (IRS Employer
Identification No.)

 

 

 
 
 
 
 
 

 
 

 

 

 

 
 5555 San Felipe Street, Suite 1200
Houston, Texas 77056

 

 

 

 
 (Address of principal executive offices and zip code)

 

 

 

 Registrant’s telephone number, including area code: (713) 230-8864 
Not applicable 
(Former name or former address, if changed since last report.) 
 
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 Securities Exchange Act of 1934: 
 

 
 
 
 
 
 
 
 

 
 Title of each class

 

 Trading 
Symbol(s)

 

 Name of each exchange 
on which registered

 

 
 Class A shares representing limited liability company interests

 

 WBI

 

 New York Stock Exchange
NYSE Texas, Inc. 

 

 
 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. ☐ 
 
 
 

 

 
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On June 18, 2026, WaterBridge Infrastructure LLC (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”), at which the Company’s shareholders voted on proposals to (i) elect each of the directors nominated by the board of directors of the Company (the “Board”), each for a one-year term expiring at the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal, (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iii) approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (the “Named Executive Officers”) and (iv) approve the frequency of future advisory votes to approve executive compensation.
 
As of April 23, 2026, the record date for the 2026 Annual Meeting, the Company had 47,016,059 Class A shares representing limited liability company interests in the Company (the “Class A shares”) and 76,440,150 Class B shares representing limited liability company interests in the Company (together with the Class A shares, the “common shares”) outstanding. Holders of common shares were entitled to one vote per common share on each of the forgoing proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2026. There were 112,290,709 common shares represented either virtually or by proxy at the 2026 Annual Meeting, which represented approximately 90.95% of the total voting power of the Company, thereby constituting a quorum.
A summary of the voting results, as certified by the Inspector of Election for the 2026 Annual Meeting, is set forth below.
 
Proposal 1: Election of Directors
 

 
 
 
 
 
 
 

 
 Director Nominee

 Votes For

 Votes Withheld

 Broker Non-Votes

 

 
 David N. Capobianco

 89,809,530

 17,336,330

 5,144,849

 

 
 Jason Long

 91,413,636

 15,732,224

 5,144,849

 

 
 Matthew K. Morrow

 89,796,844

 17,349,016

 5,144,849

 

 
 Michael S. Sulton

 89,794,578

 17,351,282

 5,144,849

 

 
 Frank Bayouth

 89,797,109

 17,348,751

 5,144,849

 

 
 Kara Goodloe Harling

 89,797,339

 17,348,521

 5,144,849

 

 
 Jeffrey Eaton

 89,797,074

 17,348,786

 5,144,849

 

 
 Ben Moore

 89,778,881

 17,366,979

 5,144,849

 

 
 James Crane

 102,875,937

 4,269,923

 5,144,849

 

 
 Greg Daily

 105,196,168

 1,949,692

 5,144,849

 

 
 Jeffrey Ritenour

 89,801,011

 17,344,849

 5,144,849

 

 
 Janet Carrig

 106,914,565

 231,295

 5,144,849

 

 
 Valerie P. Chase

 106,949,257

 196,603

 5,144,849

 

  
The Company’s shareholders elected all 13 of the director nominees to serve until the 2027 Annual Meeting or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal.
 
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for Fiscal Year Ending December 31, 2026
 

 
 
 
 
 
 

 
 Votes For

 Votes Against

 Abstentions

 

 
 112,126,827

 152,412

 11,470

 

  
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026.
 

 

 
  

 Proposal 3: Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers

 
 
 
 
 
 
 

 
 Votes For

 Votes Against

 Abstentions

 Broker Non-Votes

 

 
 107,003,160

 113,269

 29,431

 5,144,849

 

  
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers.
 
Proposal 4: Non-binding, advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers
 

 
 
 
 
 
 
 
 
 

 
 One Year

 Two Years

  

 Three Years

 Abstentions

 Broker Non-Votes

 

 
 105,442,714

 1,650,854

  

 21,957

 30,335

 5,144,849

 

  
The Company’s shareholders approved, on a non-binding, advisory basis, a frequency of one year for future advisory votes on the compensation of the Company’s Named Executive Officers.
 
Based on the vote of our shareholders at the 2026 Annual Meeting, and consistent with the Board’s recommendation set forth in the Company’s proxy statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers every year until the next shareholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.
 
 

 

 
  

 
 
 
 
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. 
 

 
 
 
 
 
 

 
 

 

 

 

 
 WATERBRIDGE INFRASTRUCTURE LLC

 

 
 

 

 

 
 By:

 

 /s/ Scott L. McNeely

 

 
 

 

 Name: Scott L. McNeely

 

 
 

 

 Title: Chief Financial Officer

 

 Date: June 24, 2026