{"url_path":"/sec/gree/8-k/2026-07-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","accession_number":"0001193805-26-000990","cik":"0001844971","ticker":"GREE","issuer_name":"Vulcan Infrastructure & Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","primary_entity_key":"0001844971","primary_entity_name":"Vulcan Infrastructure & Power Inc."},"word_count":384,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**Departing Directors**\n\n \n\nOn July 20, 2026, in connection\nwith the Company’s entry into the Subscription Agreements, each of Timothy Lowe and Charles Zeynel notified the Company of his resignation\nas a member of the Board, each committee of the Board on which he served and the board of directors and committees thereof of each subsidiary\nof the Company, in each case effective upon the closing of the PIPE Transaction. If the PIPE Transaction is not consummated, such resignations\nwill be null and void.\n\n \n\nNeither Mr. Lowe’s resignation\nnor Mr. Zeynel’s resignation resulted from any disagreement with the Company on any matter relating to the Company’s operations,\npolicies or practices. The Board thanks Messrs. Lowe and Zeynel for their service and contributions to the Company.\n\n \n\n**Fourth Amended and Restated 2021 Equity Incentive\nPlan**\n\n \n\nOn July 13, 2026, the Board\nunanimously approved, subject to stockholder approval, the Company’s Fourth Amended and Restated 2021 Equity Incentive Plan (the\n“New Plan”), which provides for an increase in the maximum aggregate number of shares of the Company’s Class A common\nstock authorized for issuance thereunder by 2,500,000 shares of Class A common stock, from 2,583,111 shares of Class A common stock authorized\nfor issuance under the Company’s Third Amended and Restated 2021 Equity Incentive Plan to 5,083,111 shares of Class A common stock\nauthorized for issuance under the New Plan (such increase, the “Authorized Share Increase”).\n\n \n\nOn July 19, 2026, holders\nof a majority of the voting power of the Company’s outstanding capital stock entitled to vote at a meeting of stockholders as of\nJuly 17, 2026 (the “Record Date”), executed and delivered the Stockholder Consent approving, among other things, the Authorized\nShare Increase and the adoption of the New Plan. The Authorized Share Increase and the New Plan will become effective on the date that\nis 20 days after the date on which the Company mails to its stockholders the Information Statement.\n\n \n\nThe foregoing description\nof the New Plan does not purport to be complete and is qualified in its entirety by reference to the New Plan, a copy of which is filed\nas Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference."}