Stockholders in Empire Petroleum Corporation recently gave their approval to the election of three directors, compensation for executive officers and a stock and incentive compensation plan.
The annual meeting was held on June 17, and a total of 39,779,537 shares were entitled to vote. A filing with the Securities and Exchange Commission indicated there were 30,408,848 shares present, in person or by proxy, at the Annual Meeting (or 76.44% of the outstanding shares), at which the stockholders were asked to vote on four proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.
The stock and incentive compensation plan 2026 Plan reserves 1,200,000 shares of the Company’s common stock for issuance thereunder. As a result of such approval, no further awards will be made under the Company’s 2024 Stock and Incentive Compensation Plan.
All employees and consultants of the Company and its subsidiaries and all non-employee directors of the Company are eligible to receive awards under the 2026 Plan, as determined by the Compensation Committee of the Board of Directors (the “Committee”) or the Board of Directors. The Committee will administer the 2026 Plan. Awards under the 2026 Plan may be granted in any one or a combination of the following forms: incentive stock options; non-qualified stock options; stock appreciation rights; restricted stock; restricted stock units; performance shares; performance units; cash-based awards; and other stock-based awards.
Proposal One — Election of Directors
The stockholders voted to elect three directors to serve for a term expiring at the annual meeting of stockholders in 2027 and until their successors are duly elected and qualified. Empire Petroleum President and Chief Executive Officer Michael R. Morrisett was one of those chosen.
The results of the vote were as follows:
| For | Withheld | Broker
Non-Votes |
|
| Michael R. Morrisett | 20,291,265 | 878,573 | 9,239,010 |
| Vice Admiral Andrew L. Lewis (Ret.) | 20,509,740 | 660,098 | 9,239,010 |
| J. Kevin Vann | 20,564,930 | 604,908 | 9,239,010 |
Proposal Two — Advisory Vote to Approve
Named Executive Officer Compensation
The stockholders voted to approve, on an advisory basis, named executive officer compensation. The results of the vote were as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 20,676,312 | 425,115 | 68,411 | 9,239,010 |
Proposal Three – Approval of the Empire Petroleum Corporation
2026 Stock and Incentive Compensation Plan
The stockholders voted to approve the 2026 Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 20,679,661 | 489,113 | 1,064 | 9,239,010 |
Proposal Four – Ratification of Appointment of
Independent Registered Public Accounting Firm
The stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026. The results of the vote were as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 30,104,778 | 2,163 | 301,907 | -0- |
