Gulfport Energy (NYSE: GPOR) expands board, confirms pay and auditors

Rhea-AI Filing Summary

Gulfport Energy Corporation reported several governance updates and voting results. The board’s compensation committee granted Senior Vice President of Reservoir Engineering Michael Sluiter restricted stock units with a fair market value of $222,500, vesting over one year, under the 2021 Stock Incentive Plan.

The board expanded to seven members and appointed President and Chief Executive Officer Domenic J. Dell’Osso, Jr. as a director, serving until the 2027 annual meeting, with no additional board compensation. At the 2026 Annual Meeting of Stockholders, all six nominated directors were elected, stockholders ratified Grant Thornton LLP as independent auditors for 2026, and approved, on an advisory basis, executive compensation.

8-K Event Classification

2 items: 5.02, 5.07

2 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.

Key Figures

RSU grant value: $222,500 Auditor ratification votes for: 15,096,966 votes Auditor ratification votes against: 245,452 votes +3 more

6 metrics

RSU grant value $222,500 Restricted stock units to Michael Sluiter, one-year vesting

Auditor ratification votes for 15,096,966 votes Grant Thornton LLP ratified as independent auditors for 2026

Auditor ratification votes against 245,452 votes Votes against ratifying Grant Thornton LLP

Say-on-Pay votes for 14,813,750 votes Advisory approval of named executive officer compensation

Say-on-Pay votes against 289,761 votes Votes against executive compensation proposal

Board size 7 members Board expanded on May 28, 2026

Key Terms

restricted stock units, 2021 Stock Incentive Plan, Annual Meeting of Stockholders, independent auditors, +2 more

6 terms

restricted stock units financial

"approved a grant of restricted stock units pursuant to the Company’s 2021 Stock Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Stock Incentive Plan financial

"approved a grant of restricted stock units pursuant to the Company’s 2021 Stock Incentive Plan"

Annual Meeting of Stockholders regulatory

"the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

independent auditors financial

"stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Say-on-Pay financial

"Say-on-Pay Proposal The Company’s stockholders approved, on an advisory, non-binding basis, the compensation"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes regulatory

"as well as the number of abstentions and broker non-votes as to such matters"

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.

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Understanding 8-K Material Events →

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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): May 27, 2026

GULFPORT ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-19514		86-3684669
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

713 Market Drive Oklahoma City, Oklahoma		73114
(Address of principal executive offices)		(Zip code)

(405) 252-4600

(Registrant’s telephone number, including area code)

Not Applicable

(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, par value $0.0001 per share		GPOR		New York Stock Exchange

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.

Sluiter RSU Grant

On May 27, 2026, the Compensation Committee of the Board of Directors (the “Board”) of Gulfport Energy Corporation (the “Company”) approved a grant of restricted stock units pursuant to the Company’s 2021 Stock Incentive Plan to Michael Sluiter, Senior Vice President of Reservoir Engineering, with a fair market value of $222,500 and a vesting period of one year.

Dell’Osso Board Appointment

On May 28, 2026, the Board voted to increase the size of the Board to seven members and appointed Domenic J. Dell’Osso, Jr. to serve as a member of the Board until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified. On May 4, 2026, Mr. Dell’Osso was appointed President and Chief Executive Officer of the Company effective as of May 28, 2026. Mr. Dell’Osso has more than 20 years of experience in the energy sector, with expertise in corporate strategy, capital markets and mergers and acquisitions, as well as leading companies through periods of transformation to position them for long-term value creation. Most recently, he served as President and Chief Executive Officer of Expand Energy Corporation (NASDAQ: EXE) (formerly Chesapeake Energy Corporation) from 2021 to February 2026. During his tenure as CEO, Expand Energy became the largest natural gas producer in the United States and grew EBITDA and free cash flow significantly. The company also became widely recognized as the capital efficiency and cost leader in every basin of operations, exhibiting disciplined capital allocation to match market conditions and return significant capital to shareholders. Mr. Dell’Osso joined Chesapeake in 2008, serving in roles of increasing responsibility, including Executive Vice President and Chief Financial Officer from 2010 to 2021. Prior to Chesapeake, he was an investment banker with Jefferies & Co and Banc of America Securities. He earned a Master of Business Administration in Finance from The University of Texas at Austin and a Bachelor’s degree in Economics from Boston College. Mr. Dell’Osso currently serves on the board of Transocean Ltd. (NYSE: RIG). Mr. Dell’Osso will receive no additional compensation for his role on the Board. There are no family relationships between Mr. Dell’Osso and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, there are no undertakings between Mr. Dell’Osso and any other person pursuant to which he was selected to serve as an officer of the Company, and there are no transactions between the Company and Mr. Dell’Osso that would require disclosure under Item 404(a) of Regulation S-K. Mr. Dell’Osso is not expected to serve on a committee of the Board.

1

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

On May 27, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 8, 2026.

Proposal 1: Election of Directors

Timothy Cutt, David Wolf, Jason Martinez, Jeannie Powers, David Reganato and Mary Shafer-Malicki were elected to serve as the Company’s directors until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote on Proposal 1 were as follows:

Name of Nominee		For				Against				Withheld				Broker Non-Votes
Timothy Cutt			14,913,776				194,656				42,126				230,828
David Wolf			14,791,532				317,292				41,734				230,828
Jason Martinez			14,955,006				153,820				41,732				230,828
Jeannie Powers			14,761,123				347,686				41,749				230,828
David Reganato			14,791,358				317,466				41,734				230,828
Mary Shafer-Malicki			14,780,840				287,168				82,550				230,828

Proposal 2: Auditors Ratification Proposal

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. The results of the vote on Proposal 2 were as follows:

For		Against		Abstentions		Broker Non-Votes
15,096,966		245,452		38,986		0

Proposal 3: Say-on-Pay Proposal

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers. The results of the vote on Proposal 3 were as follows:

For		Against		Abstentions		Broker Non-Votes
14,813,750		289,761		47,047		230,828

2

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. 

Dated: June 1, 2026
	GULFPORT ENERGY CORPORATION
	By:	/s/ Michael Hodges
		Michael Hodges
		Chief Financial Officer

3

FAQ

What equity award did Gulfport Energy (GPOR) grant to Michael Sluiter?

Gulfport Energy granted Michael Sluiter restricted stock units with a fair market value of $222,500, vesting over one year. The award was made under the company’s 2021 Stock Incentive Plan and reflects his role as Senior Vice President of Reservoir Engineering.

What board changes did Gulfport Energy (GPOR) announce in this 8-K?

Gulfport Energy increased its board size to seven members and appointed President and CEO Domenic J. Dell’Osso, Jr. as a director through the 2027 annual meeting. He will receive no additional compensation for his board service, and is not expected to serve on a committee.

Who were elected as directors at Gulfport Energy’s 2026 Annual Meeting?

Stockholders elected Timothy Cutt, David Wolf, Jason Martinez, Jeannie Powers, David Reganato, and Mary Shafer-Malicki as directors until the 2027 annual meeting. Each nominee received more votes “for” than “against” or “withheld,” confirming their election to the board.

Which audit firm did Gulfport Energy (GPOR) stockholders ratify for 2026?

Stockholders ratified Grant Thornton LLP as Gulfport Energy’s independent auditors for the fiscal year ending December 31, 2026. The proposal received 15,096,966 votes for, 245,452 against, and 38,986 abstentions, with no broker non-votes recorded.

How did Gulfport Energy (GPOR) stockholders vote on executive compensation?

Stockholders approved, on an advisory Say-on-Pay basis, the compensation of named executive officers, with 14,813,750 votes for, 289,761 against, and 47,047 abstentions. There were 230,828 broker non-votes on this non-binding compensation proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB