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

Tellurian Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

On June 4, 2024, the Compensation Committee (“Compensation Committee”) of the board of directors (the “Board”) of Tellurian Inc. (“Tellurian” or the “Company”) approved and adopted an amended and restated Tellurian Inc. Incentive Compensation Program (the “A&R ICP”). The Tellurian Inc. Incentive Compensation Program (the “ICP”) was updated to clarify and emphasize that both short-term and long-term incentive awards under the ICP are awarded on terms and conditions to be established by the Compensation Committee.

The foregoing description of the A&R ICP does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R ICP, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

On June 5, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). Holders of 833,208,186 shares of Tellurian common stock and 6,123,782 shares of Tellurian preferred stock issued and outstanding at the close of business on the record date of April 22, 2024 were entitled to vote at the Annual Meeting, of which 443,633,954 shares of Tellurian common stock or preferred stock, or approximately 52.86% of those entitled to vote, were represented in person or by proxy at the Annual Meeting.

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:

Proposal 1 – Election of directors

Each of Martin J. Houston and Jonathan S. Gross was elected to the Board to hold office until the 2027 annual meeting of stockholders and his successor is duly elected and qualified.

Martin J. Houston

Jonathan S. Gross

Proposal 2 – To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.

Proposal 3 – To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers

The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on a non-binding advisory basis.

(d)       Exhibits.

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.