UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2026
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(304 ) 212-2350
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K 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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 x
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. o
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
The 2026 Annual Meeting of Stockholders of Infinity Natural Resources, Inc. (the “Company”) was held on June 9, 2026 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (i) elected eight directors to the Company’s Board of Directors (the “Board”) for terms expiring at the 2027 Annual Meeting of Stockholders, (ii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, (iii) recommended, by a non-binding advisory vote, a frequency of every year for future advisory votes to approve the compensation of the Company’s named executive officers, (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (v) approved, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock, par value $0.01 per share (“Class A common stock”), upon the conversion of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), or otherwise issued pursuant to the Securities Purchase Agreement, dated February 18, 2026 by and among the Company and each of the investors listed on Schedule I attached thereto (the “Securities Purchase Agreement”) and the corresponding Certificate of Designation of Series A Convertible Preferred Stock of Infinity Natural Resources, Inc. (the “Certificate of Designation”). Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 24, 2026. The voting results for each proposal were as follows:
Proposal 1. To elect eight directors to the Board for terms expiring at the 2027 Annual Meeting of Stockholders:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Zack Arnold | 70,996,650 | 48,580 | 1,343,514 | ||||||||||||||
| Steven Cobb | 70,994,712 | 50,518 | 1,343,514 | ||||||||||||||
| Katherine M. Gallagher | 62,070,854 | 8,974,376 | 1,343,514 | ||||||||||||||
| Scott Gieselman | 70,960,415 | 84,815 | 1,343,514 | ||||||||||||||
| Steven D. Gray | 70,991,255 | 53,975 | 1,343,514 | ||||||||||||||
| Scott McNeill | 71,001,813 | 43,417 | 1,343,514 | ||||||||||||||
| David Poole | 68,319,094 | 2,726,136 | 1,343,514 | ||||||||||||||
| William J. Quinn | 70,994,762 | 50,468 | 1,343,514 | ||||||||||||||
Proposal 2. To approve, by a non-binding advisory vote, the Company’s named executive officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 67,036,003 | 2,484,190 | 1,525,037 | 1,343,514 | |||||||||||||||||
Proposal 3. To recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:
| Every One Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 71,032,634 | 1,390 | 6,229 | 4,977 | 1,343,514 | ||||||||||||||||||||||
Proposal 4. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| For | Against | Abstain | ||||||||||||
| 71,608,697 | 779,811 | 236 | ||||||||||||
Proposal 5. To approve, pursuant to NYSE Rule 312.03, the issuance of shares of Class A common stock upon the conversion of shares of Series A Convertible Preferred Stock, or otherwise issued pursuant to the Securities Purchase Agreement and the corresponding Certificate of Designation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 70,707,702 | 332,588 | 4,940 | 1,343,514 | |||||||||||||||||
In accordance with the recommendation of the Board and based on the results of the advisory vote reported in Proposal 3 above, the Company has determined it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding such advisory votes on named executive officer compensation or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
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.
| INFINITY NATURAL RESOURCES, INC. | |||||||||||
| By: | /s/ Zack Arnold | ||||||||||
| Zack Arnold | |||||||||||
| President and Chief Executive Officer | |||||||||||
Dated: June 10, 2026