[8-K] EON Resources Inc. Reports Material Event

Rhea-AI Filing Summary

EON Resources Inc. reported voting results from its Annual Meeting held on October 29, 2025. A quorum was present with 22,576,001 shares, or 51.32% of outstanding shares. Shares outstanding were 43,991,721 as of September 29, 2025; this is a baseline figure, not the amount being offered.

Stockholders elected Class II directors Mitchell B. Trotter, Joseph Salvucci, Sr., and Byron Blount to serve until the 2027 annual meeting. The appointment of CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025 was ratified with 22,475,441 votes for, 95,753 against, and 4,807 abstentions. The 2025 Omnibus Incentive Plan was approved with 12,740,133 votes for, 614,688 against, and 77,057 abstentions. An adjournment proposal was withdrawn because all main proposals passed.

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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): October 29, 2025

EON RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41278		85-4359124
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices, including zip code)

(713) 834-1145

(Registrant’s telephone number, including area code)

N/A

(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:

☐ 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
Class A Common Stock, par value $0.0001 per share		EONR		NYSE American
Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share		EONR WS		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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On October 29, 2025, EON Resources, Inc. (the “Company”), held its annual meeting of stockholders for its fiscal year ended December 31, 2025 (the “Annual Meeting”). As of September 29, 2025, the record date for the Annual Meeting, there were 43,991,721 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”), outstanding, which shares were entitled to an aggregate of 43,991,721 votes at the Annual Meeting. Holders of 22,576,001 shares of the Company’s Common Stock were present in person or by proxy at the Annual Meeting, representing 51.32% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws. At the Annual Meeting, three proposals were submitted to the Company’s stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 15, 2025, as supplemented on September 29, 2025 (the “Proxy Statement”). The voting results reported below are final.

Proposal No. 1

The Company’s stockholders elected Mitchell B. Trotter, Joseph Salvucci, Sr. and Byron Blount as Class II Directors to the Company’s Board of Directors, to hold office until the 2027 annual meeting of stockholders or until such director’s respective successors are elected or appointed and qualified or until any such director’s earlier resignation or removal, based upon the following votes:

NOMINEE		VOTES FOR		VOTES WITHHELD		BROKER NON-VOTES
Mitchell B. Trotter		13,306,269		125,609		9,144,123
Joseph Salvucci, Sr.		13,092,017		339,861		9,144,123
Byron Blount		13,118,715		313,163		9,144,123

Proposal No. 2

The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, based upon the following votes:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
22,475,441		95,753		4,807		-

Proposal No. 3

The Company’s stockholders approved the EON Resources Inc. 2025 Omnibus Incentive Plan, as detailed in the Proxy Statement.

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
12,740,133		614,688		77,057		9,144,123

Proposal No. 4

The proposal to approve an adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposals was withdrawn because the Company’s stockholders approved and adopted each of the foregoing proposals, as noted above.

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SIGNATURE

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.

October 30, 2025	EON Resources Inc.
	By:	/s/ Mitchell B. Trotter
	Name:	Mitchell B. Trotter
	Title:	Chief Financial Officer

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FAQ

What was the quorum at EONR's 2025 Annual Meeting?

Holders of 22,576,001 shares were present, representing 51.32% of outstanding shares.

How many EONR shares were outstanding as of the record date?

There were 43,991,721 shares of Class A Common Stock outstanding as of September 29, 2025.

Which directors were elected at EONR's Annual Meeting?

Stockholders elected Mitchell B. Trotter, Joseph Salvucci, Sr., and Byron Blount as Class II Directors to serve until the 2027 annual meeting.

Was EONR's auditor ratified for fiscal 2025?

Yes. CBIZ CPAs P.C. was ratified with 22,475,441 votes for, 95,753 against, and 4,807 abstentions.

Did stockholders approve EONR's 2025 Omnibus Incentive Plan?

Yes. The plan was approved with 12,740,133 votes for, 614,688 against, and 77,057 abstentions.

What happened to the proposal to adjourn the meeting?

It was withdrawn because all principal proposals were approved.