Cheniere Energy, Inc.
For the period ended May 14, 2026. Filed Apr 7, 2026.
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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 14, 2026 · Filed Apr 7, 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. 2026 PROXY STATEMENT
Fellow Shareholders:
On behalf of Cheniere’s Board of Directors, we are pleased to invite you to attend the Cheniere Energy, Inc. 2026 Annual Meeting of Shareholders (the “Meeting”). The Meeting will be held at 9:00 a.m. Central Time, on May 14, 2026 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.
2025 was another outstanding year for our company as we embarked on our 10 th year of LNG export operations. With record production of over 46 million tonnes of liquefied natural gas (“LNG”) during the year, the Cheniere team delivered over $5.3 billion of net income, 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 over $6 billion toward our long-term capital allocation plan, 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 the positive Final Investment Decision (“FID”) of the CCL Midscale Trains 8 & 9 and debottlenecking project, representing an expected >10% growth of our liquefaction platform, while in 2025 we returned approximately 60% of our Distributable Cash Flow to shareholders via share repurchases and our quarterly dividend. These achievements, coupled with the Cheniere team’s unwavering commitment to operational excellence and our conviction in the long-term value of our LNG, also enabled us to increase our long-termrun-rate production and financial guidance during the year.
Throughout 2025, we built upon our track record of seamless project execution by making significant construction progress at both the CCL Stage 3 project and the Corpus Christi Midscale Trains 8 & 9 project, which, together, we expect will grow our $50+ billion infrastructure platform to over 60 million tonnes per annum (“mtpa”) of liquefaction capacity in the coming years. We also made meaningful progress developing two large-scale, brownfield expansions – the SPL Expansion Project at Sabine Pass and the CCL Expansion Project at Corpus Christi – which, together, could grow our platform to over 100 mtpa by themid-2030s. As we embark on this next chapter of brownfield growth, we remain committed to creating sustainable long-term value for our stakeholders, while safely operating our contracted infrastructure platform, to ensure decades of cash flow visibility. During the year, we signed two new long-term LNG contracts in support of these expansions, demonstrating the continued strength in 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 and enhance the environmental competitiveness of our LNG, while adhering to our fundamental approach to climate and sustainability – to remain actionable, not aspirational. As such, we are proud to have reported a methane emissions intensity below our stated target from 2024, and we achieved Gold Standard under the United Nations Environment Programme’s (“UNEP”) Oil & Gas Methane Partnership (“OGMP”) 2.0 for our comprehensive methane emissions measurement and reporting. Throughout 2025, 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 2025 and the role Cheniere played in support of our customers, employees and stakeholders. Looking ahead, we are excited to embark on our next chapter of LNG exports, while executing on our long-term growth and capital allocation strategies to further enhance the value of the Cheniere platform in 2026.
We thank you for your continued support as investors in Cheniere and look forward to your attendance on May 14 th.
| G. Andrea Botta Chairman of the Board | Jack A. Fusco President and Chief Executive Officer |
| 1 | For 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 14, 2026 |
| PLACE: | Cheniere Energy, Inc. 845 Texas Avenue, Suite 1250 Houston, TX 77002 |
| ITEMS OF BUSINESS: | • To elect the nine members of the Board of Directors named in this Proxy Statement to hold office for a one-year term expiring at the 2027 Annual Meeting of Shareholders. • To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers for 2025 (say-on-pay vote). • To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. • 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 30, 2026. |
| 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 2025 Annual Report on Form 10-K for the year ended December 31, 2025, available on our website at: www.cheniere.com/2026AnnualMeeting. |
By order of the Board of Directors
Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.