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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):
JUNE
17, 2026
_______________________________
EMPIRE
PETROLEUM CORPORATION
(Exact
name of registrant as specified in its charter)
_______________________________
| Delaware |
001-16653 |
73-1238709 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
2200
S. Utica Place, Suite
150, Tulsa,
Oklahoma
74114
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (539) 444-8002
(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(s) |
Name
of each exchange on which registered |
Common
Stock $0.001 par value
|
EP
|
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
5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On
June 17, 2026, the stockholders of Empire Petroleum Corporation (the “Company”) approved the Company’s 2026 Stock
and Incentive Compensation Plan (the “2026 Plan”). The 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.
A
more detailed description of the 2026 Plan is contained in the Company’s Proxy Statement on Schedule 14A for the Annual Meeting
of Stockholders filed with the Securities and Exchange Commission on April 30, 2026. The 2026 Plan is filed as Exhibit 10 to
this Current Report on Form 8-K and is incorporated by reference as though fully set forth herein.
| Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
On
June 17, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 39,779,537 shares
of the Company’s common stock were entitled to vote as of April 20, 2026, the record date for the Annual Meeting. 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.
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. 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- |
| Item
9.01 | Financial
Statements and Exhibits. |
| (d) | | Exhibits. |
| | | |
| The
following exhibits are furnished or filed herewith. |
Exhibit
Number
|
Description |
| 10 |
Empire Petroleum Corporation 2026 Stock and Incentive Compensation Plan (filed as Annex A to the Company’s Proxy Statement on Schedule 14A, filed on April 30, 2026, and incorporated herein by reference). |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
EMPIRE
PETROLEUM CORPORATION
|
|
| Date:
June 22, 2026 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
4
