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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 1
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended March 31, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File No. 1-31785
MEXCO
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
| Colorado |
|
84-0627918 |
| (State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer Identification
No.) |
| |
|
|
| 415 W. Wall, Suite 475 |
|
|
| Midland, Texas 79701 |
|
(432) 682-1119 |
| (Address of principal executive
offices, Zip Code) |
|
(Registrant’s telephone number, including area
code) |
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
$0.50 per share |
|
MXC |
|
NYSE American |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐
Indicate
by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past ninety (90) days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ 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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.1D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2025 (the last business day of
the Registrant’s most recently completed second quarter) was $9,540,503 as computed by reference to the last reported sale.
There
were 2,046,000 shares of the registrant’s common stock outstanding as of July 29, 2026.
DOCUMENTS
INCORPORATED BY REFERENCE
None
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amended Report”) amends the Annual Report on Form 10-K for Mexco Energy Corporation
(the “Company”) for the year ended March 31, 2026, originally filed on June 29, 2026 (the “Original Report”).
We are filing this Amended Report for the sole purpose of filing the information required by Part III of Form 10-K. We previously omitted
this information from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits this information to be
incorporated by reference from a registrant’s definitive proxy statement if the proxy statement is filed within 120 days after
fiscal year-end. Due to an administrative error, our definitive proxy statement containing such information was not filed within 120
days after the end of our fiscal year, and we are therefore filing this Amended Report to include the Part III information directly.
The
reference on the cover page of the Original Report to such incorporation by reference has been deleted, and this Amended Report amends
and restates in their entirety the cover page and Part III of the Original Report.
Capitalized
terms not otherwise defined in Part III of this Amended Report shall have the same meanings assigned to those terms in Parts I and II
of the Original Report.
Pursuant
to the rules of the U.S. Securities and Exchange Commission (the “SEC”), Part IV, Item 15 (Exhibit Index) has also been amended
to contain the currently dated certifications from our principal executive officer and principal financial officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and of our principal financial officer are
attached to this Amended Report as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been included in this Amended
Report and this Amended Report does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, we have
omitted paragraphs 3, 4 and 5 of the certifications filed with this Amended Report. Additionally, we are not including the certifications
under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not filing any financial statements with this Amended Report.
The
remainder of the Original Report remains the same as previously reported in the Original Report, and there are no other changes to the
Company’s financial statements or disclosures and there are no changes to the Company’s reported results. This Amended Report
does not reflect any subsequent events occurring after the filing date of the Original Report and does not modify or update in any way
the disclosures made in the Original Report except as described above. Accordingly, this Amended Report should be read in conjunction
with the Original Report and with our filings with the SEC after the Original Report.
TABLE
OF CONTENTS
| PART III |
|
|
| |
|
|
| Item 10. |
Directors, Executive Officers and Corporate Governance |
4 |
| Item 11. |
Executive Compensation |
8 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
12 |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
13 |
| Item 14. |
Principal Accounting Fees and Services |
14 |
| |
|
|
| PART IV |
|
|
| |
|
|
| Item 15. |
Exhibits and Financial Statement Schedules |
14 |
| |
|
|
| Signatures |
|
15 |
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
MEXCO
ENERGY CORPORATION BOARD OF DIRECTORS
The
Board has responsibility for establishing broad corporate policies and for the overall performance and direction of the Company. The
Board is elected by the stockholders to oversee their interests in the long-term health and the overall success of the Company’s
business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved
to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with
conducting the business of the Company. Members of the Board stay informed of the Company’s business by participating in Board
and committee meetings, by reviewing analyses and reports sent to them regularly, and through discussions with the Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”).
The
Board currently consists of one person who is an employee of the Company and five persons who are not employees of the Company (four
of whom are outside directors). The Board has determined that each of the four outside directors, namely Messrs. Banschbach, Clayton,
Decker, and Schroeder are independent in accordance with NYSE American rules and under the Securities Exchange Act of 1934, as amended
(“Exchange Act”). Set forth below are the names, ages, and positions of Mexco’s directors as of July 20, 2026.
| Name |
|
Age |
|
Position |
| Michael J. Banschbach |
|
67 |
|
Director |
| Kenneth L. Clayton |
|
82 |
|
Director |
| Thomas R. Craddick |
|
82 |
|
Director |
| Thomas H. Decker |
|
85 |
|
Director |
| Christopher M. Schroeder |
|
61 |
|
Director |
| Nicholas C. Taylor |
|
88 |
|
Chairman of the Board of Directors and CEO |
Set
forth below are descriptions of the principal occupations during at least the past five years of the Company’s current directors.
MICHAEL
J. BANSCHBACH was appointed to the Board of Directors of the Company in July 2014. Mr. Banschbach graduated from the Colorado School
of Mines in 1980 with a BS degree in Chemical Engineering. Thereafter, Mr. Banschbach served with Atlantic Richfield (ARCO) for twenty
years, primarily in the gas processing midstream sector, as both an engineer and a commercial representative. From 2001 until the present
time, he has represented numerous independent oil and gas producing companies in negotiations with midstream companies for the connection
of newly drilled wells and for the sale of their oil and gas production. He has conducted seminars describing the movement of gas from
the wellhead to the burner tip and the various financial transactions that take place along the way. He also serves with various charitable
organizations.
KENNETH
L. CLAYTON was appointed to the Board of Directors of the Company in September 2011. Mr. Clayton graduated from Austin College with
a Bachelor of Arts degree in Economics and from the University of Texas at Austin School of Law with a Doctor of Jurisprudence degree.
Mr. Clayton also attended the Graduate School of Business at the University of Texas at Austin. Mr. Clayton is a member of the State
Bar of Texas and the Houston Bar Association, and practices law in the areas of estate planning and probate. Mr. Clayton also serves
as President of Fiduciary Resources Company, a company he founded in 1984 to provide business management services to individual executors
of decedents’ estates and trustees of testamentary trusts. From 1970 through 1984, Mr. Clayton served as Senior Vice-President
and manager of the trust division of the Capital National Bank in Houston, Texas.
THOMAS
R. CRADDICK was elected to the Board of Directors of the Company in March 1998. Since 1968 to the present, Mr. Craddick has served
as a Representative of the Texas House of Representatives. He served as Speaker of the House for six years, and throughout his tenure
of 29 sessions of the Legislature, Representative Craddick has served on various committees and conferences. Mr. Craddick is the owner
of Craddick Properties and owner and President of Craddick, Inc., both of which invest in oil and gas properties and real estate.
THOMAS
H. DECKER was elected to the Board of Directors of the Company in September 2019. Mr. Decker graduated from the University of Oklahoma
and served with Morgan Stanley from 2000 to 2019 as a Senior Vice President in financial advisory services. He served as a Senior Vice
President of Tucker Anthony, Inc. from 1980-1992, as a Senior Vice President of Blyth Eastman Dillon, in financial advisory services
from 1978 to 1980, and in various positions up to a Senior Vice President at White, Weld, Inc. from 1971 to 1978 in investment banking
and advisory services. From 1973 to the present, he has served in a number of capacities with various charitable organizations. Also,
Mr. Decker was a founder in 1998 of Painter Hill Venture Capital and, from 1993 to 1998, as director of Shared Technologies, Inc.
CHRISTOPHER
M. SCHROEDER was appointed to the Board of Directors of the Company in October 2014. Mr. Schroeder graduated from the Harvard Business
School with a Masters of Business Administration degree with honors. From 1988 to 1992, he served as a special assistant on the staff
of Secretary of State James Baker III. In 1996, Mr. Schroeder joined The Washington Post Company and served in a variety of positions
during his four-year tenure with the company, including Treasurer and Vice President of Business Development. From 1999 to 2000, Mr.
Schroeder was CEO of Legi-Slate, Inc., a business-to-business internet technology firm with The Washington Post Company as its lead shareholder.
From 2000 to 2005, he was the CEO and Publisher of Washingtonpost.Newsweek Interactive. In 2006, Mr. Schroeder co-founded and was CEO
of HealthCentral, one of the largest online content and wellness platforms. Currently, Mr. Schroeder is an adviser to leading Silicon
Valley venture capital firms. Mr. Schroeder wrote a best-selling book in 2013: “Startup Rising: The Entrepreneurial Revolution
Remaking the Middle East.” He serves on several academic and global boards, including The American University of Cairo School of
Business, The American University School of International Service, and The American Council on Germany, among others.
NICHOLAS
C. TAYLOR was elected Chairman of the Board and Chief Executive Officer of the Company in September 2011 and continues to serve in
such capacity on a part-time basis, as required. Mr. Taylor served as Chief Executive Officer, President, and Director of the Company
from 1983 to 2011. Mr. Taylor served as Treasurer until March 1999. From July 1993 to the present, Mr. Taylor has been involved in the
independent practice of law and other business activities, including independent oil and gas exploration and production. For more than
the prior 19 years, he was a director and shareholder of the law firm of Stubbeman, McRae, Sealy, Laughlin & Browder, Inc., Midland,
Texas, and a partner of the predecessor firm. In 1995, he was appointed by the Governor of Texas to the State Securities Board through
January 2001. In addition to serving as chairman for four years, he continued to serve as a member until 2004. In November 2005, he was
appointed by the Speaker of the House to the Texas Ethics Commission for a term of five years, where he served until February 2010.
DIRECTOR
QUALIFICATIONS
Each
nominee brings a unique set of skills to the Board of Directors. The Board believes the nominees as a group have the experience and skills
in areas such as the oil and gas industry, finance, risk management, and corporate governance that are necessary to effectively oversee
our company. Set forth below are the conclusions reached by the Board as to why each nominee is qualified for service as a director of
our company.
Mr.
Banschbach is a Chemical Engineer and has over 45 years of experience in the oil and gas industry. Mr. Banschbach provides expertise
in areas of evaluating oil and gas markets.
Mr.
Clayton has over 55 years of banking, property management, finance, and legal experience. Mr. Clayton provides expertise in the areas
of finance and management.
Mr.
Craddick has over 55 years of experience in the oil and gas production and service industry. Mr. Craddick provides expertise in the
location, acquisition, and divestiture of properties.
Mr.
Decker has over 55 years of experience developing financial investment strategies and quantitative solutions for client investment
portfolios in a variety of high-level positions across the financial industry. Mr. Decker provides expertise in the area of finance and
management.
Mr.
Schroeder is a former Chief Executive Officer of several companies in the area of technology and Treasurer and Vice President of
development of a public company. Mr. Schroeder provides expertise in the areas of management, entrepreneurship, financial reporting,
accounting, capital markets, internal controls, and corporate governance.
Mr.
Taylor has been Mexco’s Chief Executive Officer for over 40 years and has over 50 years of experience practicing law. Mr. Taylor
provides expertise in the areas of evaluating, acquiring, and managing oil and gas properties as well as exploration prospects.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
During
fiscal year ended March 31, 2026, the Board of Directors consisted of one person who is an employee of the Company and five persons who
are not employees of the Company (four of whom are outside directors). The Board held four meetings, and all Directors, including the
Independent Directors, attended all four meetings.
The
Board of Directors established the following standing committees: audit, compensation, and nominating. In accordance with Section 803A
of the NYSE American Company Guide and the Exchange Act, the Board must affirmatively determine the independence of each director. The
Board is comprised of a majority of Independent Directors, and the Audit Committee, the Compensation Committee, and the Nominating Committee
are comprised entirely of Independent Directors.
The
table below shows the membership of each committee of the Board and the number of meetings each committee held during the fiscal year
ended March 31, 2026.
| Director |
|
Audit |
|
Compensation |
|
Nominating |
| Michael J. Banschbach |
|
|
|
|
|
X |
| Kenneth L. Clayton |
|
X |
|
Chair |
|
Chair |
| Thomas R. Craddick |
|
|
|
|
|
|
| Thomas H. Decker |
|
Chair |
|
X |
|
X |
| Christopher M. Schroeder |
|
X |
|
X |
|
X |
| Nicholas C. Taylor |
|
|
|
|
|
|
| 2026 Meetings |
|
4 |
|
1 |
|
1 |
Audit
Committee. The Audit Committee is a standing committee of the Board of Directors and currently consists of Messrs. Decker, Chairman,
Clayton, and Schroeder, all of whom are Independent Directors. The Board of Directors has determined that Mr. Decker, Chairman of the
Audit Committee, is an “audit committee financial expert” (as that term is defined under the applicable SEC rules and regulations)
based on the Board’s qualitative assessment of Mr. Decker’s level of knowledge, experience (as described above), and formal
education. The functions of the Audit Committee are to determine whether management has established internal controls which are sound,
adequate, and working effectively; to ascertain whether Mexco’s assets are verified and safeguarded; to review and approve external
audits; to review audit fees and appointment of the Company’s independent public accountants; and to review non-audit services
provided by the independent public accountants. The Audit Committee held four meetings during fiscal year ended March 31, 2026. All members
of the Audit Committee attended these meetings telephonically or electronically.
The
Audit Committee operates under a written charter adopted by the Board of Directors in fiscal 2004. The charter is posted on Mexco’s
website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor Relations” section.
Compensation
Committee. The Compensation Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton,
Chairman, Decker, and Schroeder, all of whom are Independent Directors. The primary function of the Compensation Committee is to determine
compensation for the officers of Mexco that is competitive and enables us to motivate and retain the talent needed to lead and grow the
business. The Board has determined that each of the current members of the Compensation Committee satisfies the standards of independence
established by the NYSE listed requirements and SEC rules. The Compensation Committee held one meeting during the fiscal year ended March
31, 2026. All members of the Compensation Committee attended such meeting telephonically or electronically.
The
Compensation Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005.
The charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor
Relations” section.
Nominating
Committee. The Nominating Committee is a standing committee of the Board of Directors and currently consists of Messrs. Clayton,
Chairman, Banschbach, Decker, and Schroeder, all of whom are Independent Directors. The Nominating Committee held one meeting during
the fiscal year ended March 31, 2026, at which all members of the Nominating Committee were present. The primary function of the Nominating
Committee is to determine the slate of Director nominees for election to the Company’s Board of Directors. The Company encourages
a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of
diversity in identifying director nominees. The Nominating Committee considers candidates recommended by security holders, directors,
officers, and outside sources and considers criteria such as business experience, ethical standards, and personal qualifications in evaluating
all such nominees. Stockholders who wish to have their nominees for election to the Board of Directors considered by the Nominating Committee
may submit such nomination to the Secretary of the Company for receipt not less than 90 days prior to the date of the next Annual Meeting
of stockholders and include (i) the name and address of the stockholder making the nomination, (ii) information regarding such nominee
as would be required to be included in the proxy statement, (iii) a representation of the stockholder, and the stockholder’s intent
to appear in person or by proxy at the meeting to propose such nomination, and (iv) the written consent of the nominee to serve as a
director if so elected.
The
Nominating Committee currently operates under a written charter adopted and approved by the Board of Directors as of June 15, 2005. The
charter is posted on Mexco’s website at www.mexcoenergy.com in the “Corporate Governance” area of the “Investor
Relations” section. Shareholders may request a free printed copy of any of our committee charters by contacting our Corporate Secretary
at mexco@sbcglobal.net or by calling (432) 682-1119.
BOARD
LEADERSHIP STRUCTURE AND THE BOARD’S ROLE IN RISK OVERSIGHT
The
Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board
of Directors, as the Board believes it is in the best interests of Mexco to make that determination based on the position and director
of Mexco, and the membership of the Board. At this time, the Board believes that the best leadership model for Mexco is the unitary leadership
provided by the combination of the Chairman and Chief Executive Officer positions. On September 14, 2011, the Board announced the transition
of Nicholas C. Taylor from President and Chief Executive Officer to Chairman of the Board and Chief Executive Officer and the transition
of Tammy L. McComic from Executive Vice President and Chief Financial Officer to President and Chief Financial Officer, effective immediately
following the 2011 Annual Meeting.
The
Board believes that Mexco will continue to benefit from Mr. Taylor’s experience and expertise in the oil and gas industry, while
Ms. McComic’s duties as President and Chief Financial Officer have been expanded. Also, in his role as Chairman, Mr. Taylor continues
to serve an important role in Mexco’s strategic direction.
We
do not have a lead independent director as we believe the oversight provided by all of the Board’s independent directors and the
work of the Board’s committees provide effective oversight of our strategic plans and operations.
Management
is responsible for defining the various risks facing the company, formulating risk management policies and procedures, and managing our
risk exposure. The Board’s responsibility is to monitor the Company’s risk management processes by informing itself concerning
our material risks and evaluating whether management has reasonable controls in place to address the material risks. The Audit Committee
described below is primarily responsible for monitoring management’s responsibility in the area of risk oversight. Accordingly,
management regularly reports to the Audit Committee on risk management. The Audit Committee, in turn, reports on the matters discussed
at the committee level to the full board. The Audit Committee and the full board focus on the material risks facing the Company to assess
whether management has reasonable controls in place to address these risks.
NAMED
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The
Board of Directors elects executive officers annually. Executive officers hold office until their successors are elected and have
qualified. Set forth below is biographical information concerning the executive officers of Mexco. These individuals, along with
Nicholas C. Taylor, are referred to collectively in this Amended Report as the “Named Executive Officers”. Biographical
information concerning Mr. Taylor is set forth above under the caption “Mexco Energy Corporation Board of
Directors.”
TAMMY
L. MCCOMIC, age 57, joined the Company in 2001 and was elected President and Chief Financial Officer in September 2011. She served
the Company as Executive Vice President and Chief Financial Officer from 2009 to 2011 and as Vice President and Chief Financial Officer
from 2003 to 2009. Prior thereto, Ms. McComic served as Controller, Treasurer, and Assistant Secretary. Ms. McComic is a Certified Public
Accountant.
DONNA
GAIL YANKO, age 81, has served as Vice President part-time since 1990. She also served as Corporate Secretary of the Company from
1992 to 2021 and from 1986 to 1992 was Assistant Secretary. From 1986 to 2015, on a part-time basis, she assisted the Chairman of the
Company in his personal business activities. Ms. Yanko also served as a director of the Company from 1990 to 2008.
STACY
D. HARDIN, age 61, joined the Company in 2006 and was elected Corporate Secretary of the Company in September 2021. She has also
served the Company as Assistant Treasurer of the Company since 2010 and from 2006 to 2021 was Assistant Secretary. Prior thereto, Ms.
Hardin served as Assistant Controller.
CORPORATE
GOVERNANCE
The
Board of Directors and management are dedicated to exemplary corporate governance and high standards of conduct and ethics.
CODE
OF BUSINESS CONDUCT
The
Board adopted the Company’s Code of Ethics and Business Conduct (the “Code”) to inspire continuing dedication to the
fundamental principles of honesty, loyalty, fairness, and forthrightness. The Code applies to all employees, including directors and
executive officers. The Code can be found at www.mexcoenergy.com by clicking on “Investor Relations” then “Corporate
Governance”. Shareholders may request a free printed copy of the Code by contacting our Corporate Secretary at mexco@sbcglobal.net
or by calling (432) 682-1119.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company’s directors and officers and persons who own more than 10 percent of the Company’s
outstanding Common Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock held
by such persons. These persons are also required to furnish the Company with copies of all forms they file under this regulation. Based
on our records and other information, the Company believes that during the fiscal year ended March 31, 2026, all applicable Section 16(a)
filing requirements were met.
ITEM
11. EXECUTIVE COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of Compensation Program
The
Compensation Committee of the Board of Directors has responsibility for establishing, implementing and monitoring adherence to our compensation
philosophy. The Compensation Committee seeks to provide total compensation paid to our executive officers that is fair, reasonable, and
competitive.
In
this compensation discussion and analysis, the “Named Executive Officers” are as follows:
| Nicholas C. Taylor |
Chairman of the Board, Chief Executive
Officer |
| Tamala L. McComic |
President, Chief Financial Officer, Treasurer, Assistant
Secretary |
| Donna Gail Yanko |
Vice President |
| Stacy D. Hardin |
Secretary and Assistant Treasurer |
Compensation
Philosophy and Objectives
The
Compensation Committee believes that compensation for executive officers must be competitive to enable the Company to motivate and retain
the talent needed to lead and grow the Company, reward successful performance and closely align the interests of our executives with
the Company. The ultimate objective of our compensation program is to improve stockholder value.
In
setting compensation levels, the Compensation Committee evaluates both performance and overall compensation. The review of executive
officers’ performance includes a mix of financial and non-financial measures. In addition to business results, employees are expected
to uphold a commitment to integrity, maximize the development of each individual and continue to improve the environmental quality of
the Company’s operations.
In
order to continue to attract and retain the best employees, the Compensation Committee believes the executive compensation packages provided
to the Named Executive Officers should include both cash and stock-based compensation.
The
Compensation Committee has not retained a compensation consultant to review the compensation practices of the Company’s peers or
to advise the Compensation Committee on compensation matters.
Competitive
Considerations
We
believe the competition for talented employees includes oil and gas exploration and development companies and oilfield service companies.
Many of the companies with whom we compete for top-level talent are larger and have more financial resources than we do. Both our Compensation
Committee and CEO consider known information regarding the compensation practices of likely competitors when reviewing and setting the
compensation of the Named Executive Officers.
Compensation
Policies and Practices and Risk Mitigation
The
Compensation Committee periodically reviews the Company’s compensation policies and practices to ensure that they do not encourage
excessive risk-taking. The Company believes that its compensation policies and practices for all employees, including executive officers,
do not create risks that are reasonably likely to have a material adverse effect on the Company.
Role
of Chief Executive Officer in Compensation Decisions
On
an annual basis, our CEO reviews the performance of each of the other Named Executive Officers and, based on this review, makes recommendations
to the Compensation Committee with respect to the compensation of the Named Executive Officers. The CEO considers internal pay equity
issues, individual contribution and performance, competitive pressures, and company performance in making his recommendations to the
Compensation Committee. The Compensation Committee may accept or adjust such recommendations.
Establishing
Executive Compensation
Consistent
with our compensation objectives, the Compensation Committee has structured our annual and long-term incentive-based executive compensation
to attract and retain the best talent, reward financial success, and closely align executives’ interests with the Company’s
interests. In setting the compensation, the Compensation Committee reviews total direct compensation for the Named Executive Officers,
which includes salary, annual cash incentives, and long-term equity incentives. The appropriate level and mix of incentive compensation
is not based upon a formula, but is a subjective determination made by the Compensation Committee.
We
do not have a policy of stock ownership requirements. In addition, we do not have any employment contracts or change of control agreements,
although equity issued pursuant to our Stock Plans is subject to accelerated vesting as described below in “Potential Payments
Upon a Change of Control or Termination”.
The
Compensation Committee reviews compensation matters and usually performs its annual review of officer salaries during the first quarter
of each fiscal year.
Elements
of Compensation
| Element |
|
Form
of Compensation |
|
Purpose |
| Base Salary |
|
Cash |
|
Provide competitive, fixed
compensation to attract and retain executive talent. |
| |
|
|
|
|
| Short-Term Incentive |
|
Cash Bonus |
|
Create a strong financial
incentive for achieving financial success and for the competitive retention of executives. |
| |
|
|
|
|
| Long-Term Incentive |
|
Stock Options and Restricted
Stock Grants |
|
Provide incentives to strengthen
alignment of executive team interests with Company interests, reward long-term achievement, and promote executive retention. |
| |
|
|
|
|
| Insurance
Benefits |
|
Eligibility
to participate in the plan is available to our full time employees, including major medical, dental, life, and short-term disability
plans. |
|
Plan
is part of employee benefit. |
Insurance
Benefits, Defined Benefit Plans and Other Arrangements
We
offer an insurance package to all eligible employees that includes major medical, dental, and life insurance. The life insurance benefit
provides for a maximum term payout of $30,000. This package also provides for a short-term disability benefit with a maximum payout of
$200 per week for a term of up to 13 weeks.
Long-term
incentive compensation for executive officers consists solely of awards under the Company’s Employee Incentive Stock Plan. The
Company does not maintain a defined benefit pension plan.
Effective
January 1, 2026, the Company adopted a tax-qualified 401(k) retirement savings plan for eligible employees. As of March 31, 2026, the
plan had not commenced operations and, accordingly, did not constitute a component of executive compensation for the fiscal year.
Potential
Payments Upon a Change in Control or Termination
The
Company does not have any employment contracts or change of control agreements with its Named Executive Officers. However, under the
terms of the 2019 Employee Incentive Stock Plan, in the event of a change of control of the Company, awards granted under the Stock Plan,
may become immediately vested and fully exercisable in accordance with the terms of the applicable award agreements. Upon termination
of employment, stock options generally remain exercisable only to the extent such options were exercisable as of the date of termination,
unless the Compensation Committee determines otherwise pursuant to the terms of the Stock Plan and applicable award agreement.
If
a change in control or termination of employment as described above were to have occurred as of March 31, 2026, 22,750 stock options
held by our Named Executive Officers would have automatically vested.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The
Compensation Committee was formed as of June 15, 2005, and Messrs. Clayton, Decker, and Schroeder are current members thereof. No member
of the Compensation Committee is an officer or employee of the Company. None of the Company’s executive officers served on the
Board of Directors or the Compensation Committee of any other entity, for which any officers of such other entity served either on our
Board of Directors or the Compensation Committee. The Compensation Committee makes recommendations regarding compensation, subject to
approval of the entire Board of Directors.
EXECUTIVE
COMPENSATION
The
compensation paid to the Named Executive Officers generally consists of base salaries, annual incentive bonus payments, and awards under
the Stock Plans. The following table summarizes the total compensation awarded to, earned by, or paid to the Named Executive Officers
during fiscal years 2026, 2025, and 2024.
Summary
Compensation Table
| Name and Principal Position | |
Year | | |
Salary (3) | | |
Bonus | | |
Option Awards (1) | | |
All Other Compensation | | |
Total | |
| Nicholas C. Taylor(2) | |
2026 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Chairman & CEO | |
2025 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
2024 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Tamala L. McComic | |
2026 | | |
$ | 242,550 | | |
$ | 60,000 | | |
$ | - | | |
$ | - | | |
$ | 302,550 | |
| President, CFO, Treasurer | |
2025 | | |
$ | 235,442 | | |
$ | 57,750 | | |
$ | - | | |
$ | - | | |
$ | 293,192 | |
| & Assistant Secretary | |
2024 | | |
$ | 235,997 | | |
$ | 57,750 | | |
$ | 218,250 | | |
$ | - | | |
$ | 511,997 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Donna Gail Yanko | |
2026 | | |
$ | 1,200 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,200 | |
| Vice President | |
2025 | | |
$ | 1,200 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,200 | |
| | |
2024 | | |
$ | 1,200 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,200 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stacy D. Hardin | |
2026 | | |
$ | 79,140 | | |
$ | 14,000 | | |
$ | - | | |
$ | - | | |
$ | 93,140 | |
| Secretary & Assistant Treasurer | |
2025 | | |
$ | 76,800 | | |
$ | 12,000 | | |
$ | - | | |
$ | - | | |
$ | 88,800 | |
| | |
2024 | | |
$ | 76,800 | | |
$ | 12,000 | | |
$ | 48,015 | | |
$ | - | | |
$ | 136,815 | |
| |
(1) |
The amounts
in this column reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation
- Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan. |
| |
(2) |
Mr. Taylor waived his director’s
fee for fiscal 2026, 2025, and 2024. The sole compensation to be received by the Chairman and CEO of the Company for such period
consists of the waived director’s fees. |
| |
(3) |
Salary amounts for Ms.
McComic and Ms. Hardin include accrued vacation not taken and sold back to the Company as follows: fiscal 2026 includes $4,620 for
Ms. McComic; fiscal 2025 includes $4,442 for Ms. McComic; and fiscal 2024 includes $4,997 for Ms. McComic. |
EMPLOYEE
INCENTIVE STOCK PLANS
The
Company has two equity compensation plans: the 2009 Employee Incentive Stock Plan (the “2009 Plan”) and the 2019 Employee
Incentive Stock Plan (the “2019 Plan”) (collectively, the “Stock Plans”).
The
2009 Plan provided for the award of stock up to 200,000 shares and includes option awards as well as stock awards. Option awards were
granted with restrictions, including payment for the shares and employment of not less than four years from the date of the award. Stock
awards were granted without restrictions and without payment by the recipient. Although shares are remaining unissued under the 2009
Plan, those unawarded shares are no longer available with the adoption of the 2019 Plan.
The
2019 Plan replaced the 2009 Plan. See information regarding material features of the 2019 Plan in Note 10, Stock-based Compensation,
to the Financial Statements included in the Original Report.
The
Company does not have any employment contracts or change of control agreements. However, the Stock Plan does permit accelerated vesting
of stock awards as described above in “Potential Payments Upon a Change of Control or Termination”.
The
following table summarizes certain information, as of March 31, 2026, relating to the Company’s Stock Plans. The Stock Plans were
approved by the Stockholders.
| | |
Number of Shares Authorized for Issuance under Plan | | |
Number of Shares to be Issued upon Exercise of Outstanding Options | | |
Weighted Average Exercise Price of Outstanding Options | | |
Number of Shares Remaining Available for Future Issuance under Plan | |
| 2009 Plan | |
| 200,000 | | |
| 35,000 | | |
$ | 4.84 | | |
| - | |
| 2019 Plan | |
| 200,000 | | |
| 115,883 | | |
$ | 10.93 | | |
| 68,500 | |
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2026
The
following table sets forth certain information with respect to the vested and unvested stock options held at March 31, 2026, by each
of the Named Executive Officers and the Company’s current directors.
| Name | |
# of Shares of Unexercised Options Vested | | |
# of Shares of Unexercised Options Not Vested | | |
Option Exercise Price ($/sh) | | |
Option Expiration Date | |
| Nicholas C. Taylor (1) | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Tamala L. McComic | |
| 25,000 | | |
| - | | |
$ | 4.84 | | |
09/11/2028 | |
| | |
| 23,528 | | |
| - | | |
$ | 3.34 | | |
03/04/2030 | |
| | |
| 24,853 | | |
| - | | |
$ | 8.51 | | |
07/25/2031 | |
| | |
| 18,750 | | |
| 6,250 | | |
$ | 18.05 | | |
08/22/2032 | |
| | |
| 12,500 | | |
| 12,500 | | |
$ | 12.68 | | |
04/12/2033 | |
| | |
| | | |
| | | |
| | | |
| |
| Donna Gail Yanko (1) | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Stacy D. Hardin | |
| 2,149 | | |
| - | | |
$ | 3.34 | | |
03/04/2030 | |
| | |
| 4,853 | | |
| - | | |
$ | 8.51 | | |
07/25/2031 | |
| | |
| 3,750 | | |
| 1,250 | | |
$ | 18.05 | | |
08/22/2032 | |
| | |
| 2,750 | | |
| 2,750 | | |
$ | 12.68 | | |
04/12/2033 | |
| | |
| | | |
| | | |
| | | |
| |
| Michael J. Banschbach (1) | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Kenneth L. Clayton (1) | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Thomas R. Craddick (1) | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Thomas H. Decker | |
| - | | |
| - | | |
$ | - | | |
- | |
| | |
| | | |
| | | |
| | | |
| |
| Christopher M. Schroeder | |
| 10,000 | | |
| - | | |
$ | 4.84 | | |
09/11/2028 | |
| |
(1) |
At
March 31, 2026, Mr. Taylor, Ms. Yanko, Mr. Banschbach, Mr. Clayton, Mr. Craddick, and Mr. Decker did not hold any options to purchase
shares of the Company’s Common Stock. |
DIRECTOR
COMPENSATION
The
following table sets forth the total compensation paid to or earned by each of the Company’s directors, who were not executive
officers, during fiscal year 2026.
| Director | |
Fees Paid in Cash(1) | | |
Stock Option Awards(2) | | |
All Other Compensation | | |
Total | |
| Michael J. Banschbach | |
$ | 6,000 | | |
$ | - | | |
$ | - | | |
$ | 6,000 | |
| Kenneth L. Clayton | |
$ | 6,000 | | |
$ | - | | |
$ | - | | |
$ | 6,000 | |
| Thomas R. Craddick | |
$ | 6,000 | | |
$ | - | | |
$ | - | | |
$ | 6,000 | |
| Thomas H. Decker | |
$ | 6,000 | | |
$ | - | | |
$ | - | | |
$ | 6,000 | |
| Christopher M. Schroeder | |
$ | 6,000 | | |
$ | - | | |
$ | - | | |
$ | 6,000 | |
| |
(1) |
Director’s
fees are paid at the rate of $1,500 per director quarterly. |
| |
(2) |
The amounts in this column
reflect the aggregate grant date fair value attributable to stock options granted in accordance with ASC 718, “Compensation
- Stock Compensation” pursuant to the 2019 Employee Incentive Stock Plan. For the year ended March 31, 2026, there were no
stock options granted to a director. |
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock, as of July 20, 2026,
by each of the Company’s directors and executive officers, by all executive officers and directors of the Company as a group, and
by each person known to the Company to be the beneficial owner of more than 5% of any class of the Company’s outstanding Common
Stock.
| | |
Number of Shares (1) | | |
Percent of Class (2) | |
| SECURITY OWNERSHIP OF 5% HOLDERS: | |
| | | |
| | |
| Howard Cox, 15 Congress Street, Mailstop B-6, Boston, MA 02109 | |
| 202,400 | | |
| 9.89 | % |
| | |
| | | |
| | |
| SECURITY OWNERSHIP OF MANAGEMENT: | |
| | | |
| | |
| Michael J. Banschbach | |
| - | | |
| - | |
| Kenneth L. Clayton | |
| 13,000 | | |
| * | |
| Thomas R. Craddick | |
| 10,000 | | |
| * | |
| Thomas H. Decker (3) | |
| 28,573 | | |
| 1.40 | % |
| Stacy D. Hardin | |
| 17,327 | | |
| * | |
| Tamala L. McComic | |
| 119,818 | | |
| 5.54 | % |
| Christopher M. Schroeder | |
| 10,000 | | |
| * | |
| Nicholas C. Taylor | |
| 944,000 | | |
| 46.14 | % |
| Donna Gail Yanko | |
| - | | |
| - | |
| Officers and directors as a group (9 persons) | |
| 1,142,718 | | |
| 55.53 | % |
*
Indicates less than 1% of the outstanding shares of the Company’s Common Stock.
| |
(1) |
Included
in the number of shares of Common Stock Beneficially Owned are shares that such persons have the right to acquire within 60 days
of the record date, July 20, 2026, pursuant to options to purchase such Common Stock (Ms. Hardin, 16,127; Ms. McComic, 117,131; and
Mr. Schroeder, 10,000). |
| |
(2) |
Securities
not outstanding, but included in the beneficial ownership of each such person, are deemed to be outstanding for the purpose of computing
the percentage of outstanding securities of the class owned by such person, but are not deemed to be outstanding for the purpose
of computing the percentage of the class owned by any other person. |
| |
(3) |
Includes
shares beneficially owned as follows: Mr. Decker’s spouse – 10,173. |
OTHER
MATTERS
Our
Board of Directors has approved a process for collecting, organizing and delivering all stockholder communications to each of its members.
To contact all directors on the Board, all directors on a Board committee, or an individual member or members of the Board of Directors,
a stockholder may mail a written communication to: Mexco Energy Corporation, Attention: Corporate Secretary, P.O. Box 10502, Midland,
Texas 79702. All communications received in the mail will be opened by the Company’s Corporate Secretary for the purpose of determining
whether the contents represent a message to the Board of Directors. The contents of stockholder communications to the Board of Directors
will be promptly relayed to the appropriate members. The Company encourages all members of the Board of Directors to attend the Annual
Meeting of stockholders, although we have no formal policy requiring attendance.
You
can learn more about the Company and our operations by visiting our website at www.mexcoenergy.com. Our website contains information
concerning our business, recent news releases, and other filings with the SEC; our Code of Business Conduct and Ethics; the charters
of the Audit Committee, Compensation Committee, and Nominating Committee; and information concerning our Board of Directors and stockholder
relations.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with related persons are reviewed, approved, or ratified in accordance with the policies and procedures set forth in the Company’s
Code of Ethics and Business Conduct. The Audit Committee, pursuant to the Audit Committee Charter, has the responsibility to review,
assess, and approve or disapprove conflicts of interest and related-party transactions to ensure compliance with the Code.
The
Code provides that directors, officers, and employees must avoid situations that involve, or could appear to involve, “conflicts
of interest” with regard to the Company’s interest. Exceptions may only be made after review of fully disclosed information
and approval of specific or general categories by senior management (in the case of employees) or the Board of Directors (in the case
of officers or directors). Any employee, officer, or director who becomes aware of a conflict or potential conflict of interest should
bring the matter to the attention of appropriate personnel. A “conflict of interest” exists when a person’s private
interest interferes in any way with the interests of the Company. Conflicts of interest generally interfere with the person’s effective
and objective performance of his or her duties or responsibilities to the Company. The Code sets forth several examples of how conflicts
of interest may arise, including when a director, officer or employee or members of their immediate family, receive improper personal
benefits because of their position with the Company; the Company gives loans to, or guarantees of obligations of directors, officers,
employees or their immediate family members; or the director, officer, employee or their immediate family members use Company property
or confidential information for personal use.
Each
year, we require all our directors, nominees for director and executive officers to complete and sign a questionnaire in connection with
the solicitation of proxies for use at the Annual Meeting. The purpose of the questionnaire is to obtain information, including information
regarding transactions with related persons, for inclusion in our Proxy Statement or Annual Report.
In
addition, we annually review SEC filings made by beneficial owners of more than five percent of any class of our voting securities to
determine whether information relating to transactions with such persons needs to be included in our Proxy Statement or Annual Report.
Based
on these reviews, the Company discloses the following transaction: Our principal shareholder and Chief Executive Officer, Nicholas C.
Taylor, shares office expenditures with Mexco as disclosed in Note 11, Related Party Transactions, to the Financial Statements
included in the Original Report.
DIRECTOR
INDEPENDENCE
In
accordance with Section 803A of the NYSE American Company Guide and under the Exchange Act, the Board must affirmatively determine
the independence of each director. The Board has determined each of the following directors to be an “independent
director” as such term is defined in said rules: Michael J. Banschbach, Kenneth L. Clayton, Thomas H. Decker, and Christopher
M. Schroeder. In this Amended Report, these four directors are referred to individually as an “Independent Director” and
collectively as the “Independent Directors.” The Board is comprised of a majority of Independent Directors, and the
Audit Committee, the Compensation Committee, and the Nominating Committee are comprised entirely of Independent
Directors.
In
addition, the Board has determined that Mr. Decker, Chairman of the Audit Committee, is an “audit committee financial expert”
(as that term is defined under the applicable SEC rules and regulations) based on the Board’s qualitative assessment of Mr. Decker’s
level of knowledge, experience (as described above), and formal education.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
table below sets forth the aggregate fees billed by Weaver and Tidwell L.L.P., the Company’s independent registered public accounting
firm, for fiscal 2026 and fiscal 2025:
| | |
2026 | | |
2025 | |
| Audit fees (1) | |
$ | 167,265 | | |
$ | 151,463 | |
| Audit related fees | |
$ | - | | |
$ | - | |
| Tax service fees (2) | |
$ | 43,155 | | |
$ | 28,655 | |
| All other fees | |
$ | - | | |
$ | - | |
| Total | |
$ | 210,420 | | |
$ | 180,118 | |
| |
(1) |
Audit fees
consist of professional services rendered for the audit of the Company’s annual consolidated financial statements included
in its Annual Report on Form 10-K, review of the Company’s quarterly financial statement included in its Quarterly Reports
on Form 10-Q and review of the Company’s other filings with the SEC, including consents for the years ended March 31, 2026
and 2025. |
| |
(2) |
Tax fees are for professional
services rendered in connection with tax return preparation and consultation on tax matters. |
The
Audit Committee’s policy on pre-approval of audit and audit-related fees requires the Chairman of the Audit Committee to sign all
engagement letters of the principal independent accountant prior to commencement of any audit and non-audit services. All fees paid in
fiscal 2026 and 2025 were approved in accordance with these procedures. All of the work performed in auditing the Company’s consolidated
financial statements during the last two fiscal years was performed by the full-time, permanent employees of the respective independent
registered public accounting firm. The Audit Committee considers whether the services provided for non-audit services are compatible
with maintaining Weaver’s independence, and has concluded that the provision of such services by Weaver was compatible with the
maintenance of its independence in the conduct of its auditing functions.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Consolidated
Financial Statements. None. No financial statements or supplemental data are filed with this Amended Report.
Financial
Statement Schedules. None. No financial statement schedules are filed with this Amended Report.
Exhibits.
See the Exhibit Index immediately following the signature page of this Amended Report, which Exhibit Index is incorporated herein
by reference.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| MEXCO ENERGY CORPORATION |
|
|
|
| |
|
|
|
|
| By: |
/s/ Nicholas C. Taylor |
|
By: |
/s/ Tamala L. McComic |
| |
Chairman of the Board and Chief Executive Officer |
|
|
President and Chief Financial Officer |
| |
|
|
|
|
| Dated: July 30, 2026 |
|
|
|
INDEX
TO EXHIBITS
| Exhibit
Number
|
|
|
| |
|
|
| 31.1 |
|
Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 31.2 |
|
Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
