Tamboran Resources Corp
For the period ended Dec 4, 2025. Filed Oct 28, 2025.
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Dec 4, 2025 · Filed Oct 28, 2025
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Cover page
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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
(Amendment No. )
Filed by the R
egistr
ant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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TAMBORAN RESOURCES CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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On or about October 28, 2025, we will begin mailing to certain stockholders this Proxy Statement and our Annual Report to the stockholders for the fiscal year ended June 30, 2025, which includes our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”), as filed with the Securities and Exchange Commission on September 25, 2025, and instructions on how to vote online. The Proxy Statement and Annual Report are available at www.proxyvote.com.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on December 4, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Tamboran Resources Corporation, a Delaware corporation (the “Company” or “Tamboran”), will be held on Thursday, December 4, 2025, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on Friday, December 5, 2025). To increase access for all of our stockholders, the Annual Meeting will be online and a completely virtual meeting of stockholders. You may attend, vote, and submit questions during the Annual Meeting via the live webcast on the Internet at www.virtualshareholdermeeting.com/TBN2025. You will not be able to attend the Annual Meeting in person, nor will there be any physical location. You may vote by telephone, Internet, or mail prior to the Annual Meeting. While we encourage you to vote in advance of the Annual Meeting, you may also vote and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions).
Only stockholders of record at the close of business on October 6, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. Holders of Chess Depositary Interests (“CDIs”) of the Company at that time will be entitled to receive notice of, and to attend as guests (but not vote at) the Annual Meeting. Holders of CDIs can direct CHESS Depositary Nominees Pty Ltd, as depositary nominee (the “Depositary Nominee”) to vote the Company’s common stock, par value $0.001 per share (“Common Stock”), underlying their CDIs at the Annual Meeting by completing the CDI Voting Instruction Form.
Holders of Common Stock will be able to vote and submit questions online through the virtual-meeting platform during the Annual Meeting. To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern time on Wednesday, December 3, 2025, and proxies submitted by mail should be received by the close of business on Wednesday, December 3, 2025 (the business day prior to the date of the Annual Meeting).
Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Annual Meeting by completing and returning the CDI Voting Instruction Form to Boardroom Pty Ltd (“Boardroom”), the agent the Company has designated for the collection and processing of voting instructions from the Company’s CDI holders. Votes from CDI holders must be received by Boardroom by no later than 4:00 p.m. Central time on Tuesday, December 2, 2025 (being 9:00 a.m. AEDT on Wednesday, December 3, 2025) (48 hours prior to the date of the Annual Meeting) in accordance with the instructions on the CDI Voting Instruction Form.
To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TBN2025, you must enter the 15-digit control number found on your proxy card. Holders of CDIs wishing to attend the Annual Meeting will need to do so as guests.
| VOTE IN PERSON | VOTE BY INTERNET | VOTE BY PHONE | VOTE BY MAIL |
|---|---|---|---|
| Follow the instructions contained in this Proxy Statement to virtually attend the Annual Meeting and vote your shares during the Annual Meeting. | Visit www.proxyvote.com with the control number found on the proxy card. | Call the toll-free number (for residents of the U.S. and Canada) listed on the proxy card. Be sure to have the control number available. | Complete and sign the enclosed proxy card and return it in the enclosed envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
Meeting Agenda
You are cordially invited to virtually attend the Annual Meeting of the Company for the purpose of considering and voting upon the following proposals (collectively, the “Proposals”):
| Proposal | Matter | BoardRecommendation |
| 1 | The election of the Company’s three Class II directors, being each of: (1) Ryan Dalton (2) Andrew Robb (3) Scott Sheffield | FOR each |
| 2 | Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. | FOR |
| 3 | Approval, for purposes of ASX Listing Rule 10.14 and for all other purposes, of the issuance of 27,251 shares of Common Stock (which may be represented by CDIs or RSUs) to Richard Stoneburner (or his nominee) under the 2024 Equity Incentive Plan (the “Plan”), in lieu of the equivalent amount of fees otherwise payable to him by the Company for his service as Interim Chief Executive Officer. | FOR |
| 4 | Approval, subject to the passing of Proposal 1, 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. Scott Sheffield (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election. | FOR |
| 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. Phillip Pace (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election. | FOR |
| 6 | 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. Jeffrey Bellman (or his nominee) up to a value of US$200,000 in each fiscal year during the two year period from the date of this Annual Meeting (being in aggregate up to a value of US$400,000) under the Plan, in lieu of the equivalent amount of directors fees otherwise payable to him by the Company at his election. | FOR |
| Your vote is very important. You may vote at the virtual meeting or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to review the proxy materials and submit your proxy or voting instructions as soon as possible. You may vote your proxy by telephone or Internet (instructions are on your proxy card, and voter instruction form, as applicable) or by completing, signing, and mailing the enclosed proxy card in the enclosed envelope. Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Annual Meeting by completing the CDI Voting Instruction Form. | ||
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By the Board of Directors,
/s/ Rohan Vardaro
Rohan Vardaro
Senior Counsel and Corporate Secretary
October 28, 2025
Sydney, Australia
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.