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Cheniere Energy, Inc.

For the period ended May 15, 2025. Filed Apr 8, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 8, 2025

LNG$277.95-0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Cheniere Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
☐Fee paid previously with preliminary materials.

CHENIERE ENERGY, INC. 2024 PROXY STATEMENT

Fellow Shareholders:

On behalf of Cheniere’s Board of Directors, we are pleased to invite you to attend the Cheniere Energy, Inc. 2025 Annual Meeting of Shareholders (the “Meeting”). The Meeting will be held at 9:00 a.m. Central Time, on May 15, 2025 at our corporate headquarters located at 845 Texas Avenue, Suite 1250, Houston, Texas 77002. The following Notice of Annual Meeting describes the business to be conducted at the Meeting. We encourage you to review the materials and vote your shares. You may vote via the Internet, by telephone, or by submitting your completed proxy card by mail. If you attend the Meeting, you may vote your shares in person if you are a shareholder of record.

Throughout 2024, the Cheniere team reinforced our track record of operational excellence and seamless execution throughout our business, producing over 2,300 TBtu of liquefied natural gas (“LNG”) – a record for our company. By effectively operating our growing $45+ billion infrastructure platform, we delivered 2024 net income of $3.3 billion, and Consolidated Adjusted EBITDA 1 and Distributable Cash Flow 1 at or above the high end of our guidance ranges for the year.

These outstanding operational and financial results enabled us to deploy approximately $5.4 billion toward our long-term capital allocation plan – our ‘20/20 Vision’ – delivering meaningful value to shareholders, enhancing our investment grade balance sheet, and advancing brownfield, accretive growth projects at both Sabine Pass and Corpus Christi. This progress was highlighted by a $4 billion increase to our share repurchase authorization, a ~15% increase to our quarterly dividend and the inaugural investment grade bond issuance by Cheniere.

We also made significant progress on our Corpus Christi Stage 3 project in 2024, which we anticipate will grow our operating platform by 10+ million tonnes per annum (“mtpa”). First LNG was achieved from the first train of the Stage 3 project in December, with substantial completion achieved in March 2025 – over six months ahead of the guaranteed completion date. The project remains under construction, and as of December 31, 2024, had reached over 77% completion with over 42% of total project construction complete. During the year, we advanced brownfield expansions of both of our sites, including the CCL Midscale Trains 8 & 9 Project at Corpus Christi, which we expect to sanction in 2025, and the SPL Expansion Project at Sabine Pass. We also signed a new multi-decade LNG contract in support of expansions, demonstrating the strength of the long-term LNG market and the value customers place on contracting with Cheniere, as we strive to be the market’s LNG provider of choice.

During the year, we furthered our initiatives to promote the long-term sustainability of our business. Consistent with our fundamental approach to climate and sustainability – to remain actionable, not aspirational – we set a voluntary Scope 1 methane emissions intensity target that leverages data from our multi-scale emissions measurement and mitigation programs. We also published an updated life cycle assessment study for greenhouse gas emissions intensities of our LNG. These two achievements highlight our leadership on data-driven transparency in our climate & sustainability efforts, which are designed to enhance the environmental competitiveness of our LNG. Throughout 2024, we also continued to support the communities where we live and work, while leading in accordance with our T.R.A.I.N.S. (Teamwork, Respect, Accountability, Integrity, Nimble, and Safety) core values.

We are incredibly proud of what our team accomplished in 2024 and the role Cheniere played in support of our customers, employees and stakeholders. Looking ahead, we are excited to embark on the next chapter of the Cheniere story as we execute on our long-term growth and capital allocation strategies to further enhance the value of the Cheniere platform in 2025.

We thank you for your continued support as investors in Cheniere and look forward to your attendance on May 15 th.

G. Andrea Botta Chairman of the BoardJack A. Fusco President and Chief Executive Officer
1For a definition of Consolidated Adjusted EBITDA and Distributable Cash Flow and a reconciliation of non-GAAP measures to net income attributable to Cheniere, the most directly comparable GAAP financial measure, please see Appendix C.

CHENIERE ENERGY, INC.

845 Texas Avenue, Suite 1250

Houston, Texas 77002

(713)375-5000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME AND DATE:9:00 a.m. Central Time on May 15, 2025
PLACE:Cheniere Energy, Inc. 845 Texas Avenue, Suite 1250 Houston, TX 77002
ITEMS OF BUSINESS:• To elect the ten members of the Board of Directors named in this Proxy Statement to hold office for a one-year term expiring at the 2026 Annual Meeting of Shareholders. • To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers for 2024 (say-on-pay vote). • To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. • To transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.
RECORD DATE:You can vote if you were a shareholder of record as of the close of business on March 31, 2025.
PROXY VOTING:It is important that your shares be represented and voted at the Meeting. You can vote your shares by completing and mailing the enclosed proxy card or by voting on the Internet or by telephone. See details under the heading “Frequently Asked Questions—How do I vote?”
ELECTRONIC AVAILABILITY OF PROXY MATERIALS:We are making this Proxy Statement, including the Notice of Annual Meeting and 2024 Annual Report on Form 10-K for the year ended December 31, 2024, available on our website at: www.cheniere.com/2025AnnualMeeting.

By order of the Board of Directors

Corporate Secretary

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.