01—Abstract
Summary
Summary of the 8-K filed May 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Venture Global, Inc. (VG) held its 2025 Annual Meeting of Shareholders on May 21, 2025, and reported final voting results in this Item 5.07 Form 8-K.
Shareholders elected all 7 director nominees named in the company's April 3, 2025 proxy statement to the Board of Directors, each to serve until the 2026 Annual Meeting of Shareholders. Roderick Christie, Sari Granat, Andrew Orekar, Robert Pender, Thomas J. Reid, Michael Sabel and Jimmy Staton were the nominees, and each received roughly 20.06 billion to 20.08 billion votes in favor.
Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for 2025, with 20,098,361,181 votes for and 245,163 against. In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 20,076,330,631 votes for and 7,165,484 against.
On the frequency of future say-on-pay votes, shareholders expressed a preference for every 3 years, with 20,047,990,743 votes for that option versus 35,385,714 for every year and 140,352 for every two years. Based on this result, the Board determined that advisory votes on executive compensation will be held once every 3 years, with the next frequency vote expected at the 2031 Annual Meeting of Shareholders.
02—Key points
Key Highlights
- All 7 director nominees named in the 2025 Proxy Statement were elected to serve until the 2026 Annual Meeting of Shareholders.
- Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2025, with 20,098,361,181 votes for and 245,163 against.
- Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 20,076,330,631 votes for and 7,165,484 against.
- Shareholders approved an every-3-years frequency for future advisory say-on-pay votes, with 20,047,990,743 votes for that option.
- The Board determined that advisory votes on executive compensation will be held once every 3 years, with the next frequency vote expected at the 2031 Annual Meeting of Shareholders.
- Broker non-votes of 15,034,516 were recorded on the director election, say-on-pay and frequency proposals; the auditor ratification recorded none.
03—Questions
Frequently Asked Questions
Who was elected to the Venture Global Board of Directors?
Shareholders elected Roderick Christie, Sari Granat, Andrew Orekar, Robert Pender, Thomas J. Reid, Michael Sabel and Jimmy Staton, the seven director nominees named in the 2025 Proxy Statement. Each will serve until the 2026 Annual Meeting of Shareholders or until a successor is duly elected and qualified.
Which accounting firm was approved for 2025?
Shareholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2025, with 20,098,361,181 votes for, 245,163 against and 127,062 abstaining.
How did shareholders vote on executive compensation?
In a non-binding advisory vote, shareholders approved the compensation of the named executive officers, with 20,076,330,631 votes for, 7,165,484 against and 202,775 abstaining.
How often will the company hold say-on-pay votes going forward?
Shareholders approved every 3 years as the frequency of future advisory votes on executive compensation, with 20,047,990,743 votes for that option. Following this result, the Board determined that the company will hold these votes every 3 years, until the next frequency vote expected at the 2031 Annual Meeting of Shareholders.
04—Continue