Empire Petroleum (NYSE: EP) holders approve 2026 stock and incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Empire Petroleum Corporation stockholders approved the company’s 2026 Stock and Incentive Compensation Plan, which reserves 1,200,000 shares of common stock for future equity and incentive awards. With 39,779,537 shares entitled to vote as of April 20, 2026, 30,408,848 shares (76.44%) were represented at the annual meeting.
Stockholders elected three directors to terms expiring at the 2027 annual meeting, supported executive compensation on an advisory basis, approved the 2026 Plan, and ratified Grant Thornton LLP as independent auditor for 2026. Following approval of the new plan, no further awards will be made under the 2024 Stock and Incentive Compensation Plan.
Positive
- None.
Negative
- None.
Insights
Routine annual meeting actions with a new equity plan approved.
Stockholders of Empire Petroleum Corporation approved a 2026 Stock and Incentive Compensation Plan reserving 1,200,000 shares, replacing the 2024 plan for new awards. This supports ongoing use of stock-based compensation for employees, consultants, and non-employee directors.
The annual meeting also confirmed board stability with three directors elected and advisory support for executive pay. Ratification of Grant Thornton LLP as auditor for 2026 maintains continuity in financial oversight. These actions are typical governance matters and do not on their own indicate a major shift in the company’s trajectory.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
2026 Plan share reserve: 1,200,000 shares
Shares entitled to vote: 39,779,537 shares
Shares represented at meeting: 30,408,848 shares
+3 more
6 metrics
2026 Plan share reserve
1,200,000 shares
Shares of common stock reserved under 2026 Stock and Incentive Compensation Plan
Shares entitled to vote
39,779,537 shares
Common shares entitled to vote as of April 20, 2026
Shares represented at meeting
30,408,848 shares
Shares present in person or by proxy at annual meeting (76.44% turnout)
Say-on-pay support
20,676,312 For
Advisory vote on named executive officer compensation
2026 Plan approval votes
20,679,661 For
Proposal approving 2026 Stock and Incentive Compensation Plan
Auditor ratification votes
30,104,778 For
Ratification of Grant Thornton LLP as 2026 independent auditor
Key Terms
2026 Stock and Incentive Compensation Plan, broker non-votes, advisory vote, independent registered public accounting firm, +1 more
5 terms
2026 Stock and Incentive Compensation Plan financial
"the stockholders of Empire Petroleum Corporation approved the Company’s 2026 Stock and Incentive Compensation Plan"
broker non-votes financial
"The results of the vote were as follows ... Withheld ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Proposal Two — Advisory Vote to Approve Named Executive Officer Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What did Empire Petroleum (EP) stockholders approve at the 2026 annual meeting?
Stockholders approved the 2026 Stock and Incentive Compensation Plan, elected three directors, backed named executive officer compensation on an advisory basis, and ratified Grant Thornton LLP as independent registered public accounting firm for 2026, reflecting broad support for existing governance and compensation structures.
Which directors were elected at Empire Petroleum’s 2026 annual meeting and how did they fare?
Stockholders elected Michael R. Morrisett, Vice Admiral Andrew L. Lewis (Ret.), and J. Kevin Vann to terms expiring at the 2027 annual meeting. Each received over 20.2 million votes “For,” with several hundred thousand “Withheld” votes and 9,239,010 broker non-votes reported.
Who is Empire Petroleum’s independent registered public accounting firm for 2026?
Grant Thornton LLP was ratified as Empire Petroleum’s independent registered public accounting firm for 2026. The ratification received 30,104,778 votes “For,” 2,163 “Against,” and 301,907 “Abstain,” with no broker non-votes reported on this proposal at the annual meeting.
What happens to Empire Petroleum’s 2024 Stock and Incentive Compensation Plan after approval of the 2026 Plan?
After stockholders approved the 2026 Stock and Incentive Compensation Plan, no further awards will be made under the 2024 Stock and Incentive Compensation Plan. Existing awards under the 2024 plan remain, but all new equity and incentive grants will be issued only under the 2026 Plan.