XPLR Infrastructure, LP
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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Item 5. Other Information
(a) (i) XPLR held its 2026 Annual Meeting of Unitholders (2026 Annual Meeting) on May 6, 2026. At the 2026 Annual Meeting, XPLR's unitholders elected all of XPLR’s nominees for director and approved three proposals. The proposals are described in detail in XPLR's definitive proxy statement on Schedule 14A for the 2026 Annual Meeting (Proxy Statement), filed with the SEC on March 26, 2026. The voting results below reflect any applicable voting limitations and cutbacks as described in the Proxy Statement.
The final voting results with respect to each proposal voted upon at the 2026 Annual Meeting are set forth below.
Proposal 1
XPLR's unitholders elected each of the four nominees to the board of directors of XPLR until the next annual meeting of unitholders by a majority of the votes cast, as set forth below:
| FOR | % VOTESCAST FOR | AGAINST | ABSTENTIONS | BROKERNON-VOTES | |
|---|---|---|---|---|---|
| Susan D. Austin | 37,855,831 | 81.7% | 8,462,231 | 5,424,339 | 21,851,766 |
| Robert J. Byrne | 39,497,609 | 85.3% | 6,824,068 | 5,420,724 | 21,851,766 |
| John W. Ketchum | 27,496,189 | 59.4% | 18,824,127 | 5,422,085 | 21,851,766 |
| Peter H. Kind | 37,829,750 | 81.8% | 8,431,717 | 5,480,934 | 21,851,766 |
Without giving effect to the voting limitation and cutbacks that apply to the election of directors as described in the Proxy Statement, the percent of the votes cast FOR Ms. Austin would have been 94.6%, FOR Mr. Byrne would have been 95.6%, FOR Mr. Ketchum would have been 88.0% and FOR Mr. Kind would have been 94.6%.
Proposal 2
XPLR's unitholders ratified the appointment of Deloitte & Touche LLP as XPLR's independent registered public accounting firm for 2026, as set forth below:
| FOR | % VOTESCAST FOR | AGAINST | ABSTENTIONS | BROKERNON-VOTES |
|---|---|---|---|---|
| 163,123,425 | 99.3% | 1,080,524 | 238,224 | — |
Proposal 3
XPLR's unitholders approved, by non-binding advisory vote, XPLR's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:
| FOR | % VOTESCAST FOR | AGAINST | ABSTENTIONS | BROKERNON-VOTES |
|---|---|---|---|---|
| 130,191,230 | 92.3% | 10,816,686 | 1,582,491 | 21,851,766 |
Proposal 4
XPLR's unitholders approved the XPLR Infrastructure, LP Amended and Restated 2024 Long Term Incentive Plan (Amended and Restated 2024 LTIP) as discussed in the Proxy Statement, as set forth below:
| FOR | % VOTESCAST FOR | AGAINST | ABSTENTIONS | BROKERNON-VOTES |
|---|---|---|---|---|
| 128,181,561 | 90.9% | 12,841,281 | 1,567,565 | 21,851,766 |
(ii) As noted above, at the 2026 Annual Meeting held on May 6, 2026, XPLR’s unitholders approved the Amended and Restated 2024 LTIP, under which XPLR may make compensatory equity-based awards to directors, officers and employees of XPLR and to employees of XPLR’s affiliates (and other independent service providers). The modifications to XPLR’s initial 2024 Long Term Incentive Plan effected by the Amended and Restated 2024 LTIP: (i) increase from 1,100,000 common units to 2,000,000 common units the total number of common units available for grant under the Amended and Restated 2024 LTIP, subject to adjustment as provided for in the plan; (ii) provide for a minimum vesting period of one year for awards, subject to specified exceptions; and (iii) provide that no delegation of authority to grant awards shall be permitted to individuals who are either subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 or to the short-swing trading provisions of Section 16(b) of the Securities Exchange Act of 1934. The foregoing description is qualified by reference to the text of the Amended and Restated 2024 LTIP, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
(c) During the three months ended March 31, 2026, no director or officer of XPLR adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
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