Shareholder Vote

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): May 11, 2023 CHENIERE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-16383 95-4352386 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 700 Milam Street , Suite 1900 Houston , Texas 77002 (Address of principal executive offices) (Zip Code) ( 713 )  375-5000 (Registrant’s telephone number, including area code) 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 Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.003 par value LNG NYSE American 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. Cheniere Energy, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) on May 11, 2023. There were 202,240,961 shares of the Company's common stock present or represented by proxy at the 2023 Annual Meeting. This represented approximately 83.05% of the Company's shares of common stock outstanding as of the record date of the 2023 Annual Meeting. Four proposals, as described in the Company's Proxy Statement dated April 10, 2023 (the “2023 Proxy Statement”), were voted upon at the 2023 Annual Meeting. The following is a brief description of the matters voted upon and the final voting results. ITEM 1: ELECTION OF DIRECTORS Director Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes G. Andrea Botta 169,135,031 14,570,163 1,477,010 17,058,757 Jack A. Fusco 181,369,057 2,333,654 1,479,493 17,058,757 Patricia K. Collawn 179,207,629 4,445,922 1,528,653 17,058,757 Brian E. Edwards 182,941,443 763,124 1,477,637 17,058,757 Denise Gray 182,614,419 1,087,207 1,480,578 17,058,757 Lorraine Mitchelmore 179,139,783 4,562,738 1,479,683 17,058,757 Donald F. Robillard, Jr. 179,263,740 4,438,588 1,479,876 17,058,757 Matthew Runkle 183,580,238 122,044 1,479,922 17,058,757 Neal A. Shear 175,969,210 7,732,658 1,480,336 17,058,757 Each of the director nominees was elected as a director to serve for a one-year term until the 2024 annual meeting of shareholders or until his or her successor is duly elected and qualified. ITEM 2: ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2022 Number of Votes For Number of Votes Against Number of Abstentions Number of Broker Non-Votes 165,857,112 17,231,555 2,093,537 17,058,757 In an advisory and non-binding vote, the shareholders approved the compensation paid for 2022 to the Company’s named executive officers, as disclosed in the 2023 Proxy Statement. ITEM 3: ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS 1 Year 2 Years 3 Years Number of Abstentions Number of Broker Non-Votes 180,389,160 659,920 2,585,963 1,547,161 17,058,757 In an advisory and non-binding vote, the shareholders approved holding annual advisory votes on the compensation of the Company’s named executive officers. In light of these results and consistent with the Board’s recommendation in the 2023 Proxy Statement, the Company will hold a non-binding advisory vote on the compensation of the Company’s named executive officers annually until the next shareholder vote on the frequency of such vote. ITEM 4: RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 Number of Votes For Number of Votes Against Number of Abstentions 200,087,073 557,246 1,596,642 The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023. ITEM 5: SHAREHOLDER PROPOSAL REGARDING CLIMATE CHANGE RISK ANALYSIS No vote is being reported for the shareholder proposal regarding climate change risk analysis that was included in the 2023 Proxy Statement because it was not presented at the 2023 Annual Meeting by the shareholder proponent or a representative of the shareholder proponent as required, and therefore, was not acted upon by the 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. CHENIERE ENERGY, INC. Date: May 16, 2023 By: /s/ Zach Davis Name: Zach Davis Title: Executive Vice President and Chief Financial Officer