Evolution Petroleum (NYSE: EPM) investors approve directors, auditor and annual say-on-pay

Rhea-AI Filing Summary

Evolution Petroleum Corporation reported the results of its 2025 annual stockholder meeting held in Houston. Holders of 27,426,639 shares, about 79% of the 34,701,726 shares outstanding as of October 16, 2025, were present, providing a quorum. Stockholders elected six directors to one-year terms, with each nominee receiving strong majority support.

Stockholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 27,135,575 votes in favor. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and expressed a preference, again on an advisory basis, to hold future say-on-pay votes every one year.

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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): December 4, 2025

Evolution Petroleum Corporation

(Exact name of registrant as specified in its charter)

001-32942

(Commission File Number)

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Nevada	41-1781991
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
1155 Dairy Ashford Road, Suite 425, Houston, Texas	77079
(Address of Principal Executive Offices)	(Zip Code)

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(713) 935-0122

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐    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	​	EPM	​	NYSE American

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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. ◻

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Item 5.07Submission of Matters to a Vote of Security Holders.

On December 4, 2025, Evolution Petroleum Corporation, a Nevada corporation (the "Company"), held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") in Houston, Texas at the Company’s principal executive offices. The stockholders of the Company considered and voted upon the four proposals listed below, each of which is more fully described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 23, 2025. Holders of 27,426,639 shares of common stock of the Company, representing approximately 79% of the Company's 34,701,726 issued and outstanding shares of common stock as of the October 16, 2025 record date, were present in person or by proxy at the Annual Meeting, which constituted a quorum for such meeting. The final voting results with respect to each of the proposals is set forth below.

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Proposal 1. The Company's stockholders elected six directors, each to serve a one-year term until the 2026 Annual Meeting of Stockholders, or until their respective successors are elected and qualified. The results of the voting for each nominee were as follows:

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Name of Nominee	​	For	​	% of Vote*		​	Withheld	​	Broker Non-Votes
Myra C. Bierria	​	18,172,621	​	96.0	%	​	765,870	​	8,488,148
Edward J. DiPaolo	​	16,864,044	​	89.0	%	​	2,074,447	​	8,488,148
William E. Dozier	​	17,153,243	​	90.6	%	​	1,785,248	​	8,488,148
Marjorie A. Hargrave	​	18,122,207	​	95.7	%	​	816,284	​	8,488,148
Robert S. Herlin	​	17,905,022	​	94.5	%	​	1,033,469	​	8,488,148
Kelly W. Loyd	​	17,955,320	​	94.8	%	​	983,171	​	8,488,148

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No other person received any votes.

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Proposal 2. The stockholders ratified the appointment of Baker Tilly US, LLP, as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026.  The voting results were as follows:

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For	​	% of Vote*		​	Against	​	Abstain	​	Broker Non-Votes
27,135,575	​	98.9	%	​	101,369	​	189,695	​	—

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Proposal 3. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:

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For	​	% of Vote*		​	Against	​	Abstain	​	Broker Non-Votes
17,048,777	​	90.0	%	​	1,513,891	​	375,823	​	8,488,148

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Proposal 4. The stockholders approved, on a non-binding advisory basis, holding a non-binding advisory vote on the compensation of the Company's named executive officers every one year. The voting results were as follows:

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One Year	​	Two Years	​	​	Three Years	​	Abstain	​	Broker Non-Votes
17,416,278	​	67,295	​	​	1,368,821	​	86,097	​	8,488,148

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* Any broker non-votes count toward the determination of a quorum for the Annual Meeting, but are excluded from the denominator in the calculation of the percentage of shares voting. Abstentions are counted towards the tabulation of votes cast on matters properly presented to the stockholders (except the election of directors) and have the same effect as negative votes. Broker non-votes are not counted as votes cast, and therefore they have no effect on the outcome of the matters presented at the Annual Meeting.

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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.

​	Evolution Petroleum Corporation (Registrant)
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Date: December 9, 2025	By:	/s/ RYAN STASH
	Name:		Ryan Stash
	Title:		Senior Vice President and Chief Financial Officer

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FAQ

What did Evolution Petroleum (EPM) stockholders vote on at the 2025 annual meeting?

Stockholders voted on four items: election of six directors to one-year terms, ratification of Baker Tilly US, LLP as independent auditor for the fiscal year ending June 30, 2026, a non-binding advisory vote on executive compensation, and a non-binding advisory vote on how often to hold future say-on-pay votes.

Were Evolution Petroleum (EPM) director nominees elected at the 2025 annual meeting?

Yes. All six director nominees, including Myra C. Bierria, Edward J. DiPaolo, William E. Dozier, Marjorie A. Hargrave, Robert S. Herlin, and Kelly W. Loyd, were elected with strong majorities of votes cast in favor.

Did Evolution Petroleum (EPM) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified Baker Tilly US, LLP as Evolution Petroleum’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 27,135,575 votes for, 101,369 against, and 189,695 abstentions.

How did Evolution Petroleum (EPM) stockholders vote on executive compensation?

On a non-binding advisory basis, 17,048,777 votes were cast for the compensation of the named executive officers, 1,513,891 against, and 375,823 abstained, with 8,488,148 broker non-votes.

How often will Evolution Petroleum (EPM) hold say-on-pay votes based on the 2025 meeting results?

In the advisory frequency vote, 17,416,278 votes favored holding say-on-pay votes every one year, 67,295 favored every two years, 1,368,821 favored every three years, and 86,097 abstained, with 8,488,148 broker non-votes. This indicates a preference for an annual say-on-pay vote.

What level of shareholder participation did Evolution Petroleum (EPM) have at the 2025 annual meeting?

Holders of 27,426,639 shares of common stock were present in person or by proxy, representing approximately 79% of the company’s 34,701,726 issued and outstanding shares of common stock as of the October 16, 2025 record date.