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