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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: September 8, 2026
(Date of earliest event reported)
Mexco
Energy Corporation
(Exact name of registrant
as specified in its charter)
| CO |
|
1-31785 |
|
84-0627918 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
| 415 W. Wall Street, |
|
|
| Suite
475 |
|
79701 |
| Midland,
TX |
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
Registrant’s
telephone number, including area code: 432-682-1119
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)) |
| 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 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.
As
described below under Item 5.07 of this Current Report on Form 8-K, on September 8, 2026, at the Annual Meeting of Stockholders of Mexco
Energy Corporation (the “Company”), the Company’s stockholders approved the Mexco Energy Corporation Amended and Restated
2019 Employee Incentive Stock Plan (the “Plan”), which had previously been approved by the Company’s Board of Directors,
subject to stockholder approval.
A
description of the material terms of the Plan is set forth under the heading “Proposal 3 – Approval of the Amended and Restated
2019 Employee Incentive Stock Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on July 30, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the full text of the Plan, which was filed as Exhibit A to the
Proxy Statement and is incorporated herein by reference.
In
connection with the Plan, the Compensation Committee of the Board of Directors approved two forms of Mexco Energy Corporation Amended
and Restated 2019 Employee Incentive Stock Plan Award Agreement (“Award Agreements”) to be used for stock option awards granted
under the Plan. The forms of Award Agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
The
Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on September 8, 2026. As of the record date of
July 20, 2026, the Company had 2,046,000 shares of common stock, par value $0.50 per share (the “Common Stock”), outstanding
and entitled to vote at the Annual Meeting. The holders of 1,649,149 shares of Common Stock were represented in person or by proxy at
the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders were requested to (i) elect five directors
to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders;
(ii) ratify the Audit Committee of the Board of Directors’ selection of Weaver and Tidwell, L.L.P. as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2027; (iii) approve the Mexco Energy Corporation Amended and Restated
2019 Employee Incentive Stock Plan; and (iv) approve a non-binding advisory resolution regarding the compensation of the Company’s
named executive officers as disclosed in the Proxy Statement. Each of these items is more fully described in the Company’s Proxy
Statement.
The
final results of the matters voted upon at the Annual Meeting are as follows:
Proposal
1: Election of Directors
| Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Kenneth
L. Clayton |
|
1,600,857 |
|
15,351 |
|
32,941 |
| Thomas
R. Craddick |
|
1,601,360 |
|
14,848 |
|
32,941 |
| Thomas
H. Decker |
|
1,601,054 |
|
15,154 |
|
32,941 |
| Christopher
M. Schroeder |
|
1,601,047 |
|
15,161 |
|
32,941 |
| Nicholas
C. Taylor |
|
1,601,523 |
|
14,685 |
|
32,941 |
Proposal
2: Ratification of the Selection of Independent Registered Public Accounting Firm
| |
|
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
| Weaver
and Tidwell, L.L.P. |
|
1,634,808 |
|
14,334 |
|
7 |
Proposal
3: Approval of the Amended and Restated 2019 Employee Incentive Stock Plan
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 1,538,624 |
|
67,868 |
|
9,716 |
|
32,941 |
Proposal
4: Advisory Vote on Executive Compensation
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
| 1,593,300 |
|
6,173 |
|
16,735 |
|
32,941 |
Item
9.01. Financial Statements and Exhibits.
| | Exhibit
Number |
| Document |
| 10.1 |
| Form of Award Agreement under the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (Four-Year Vesting Schedule) |
| 10.2 |
| Form of Award Agreement under the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (One-Third Vesting on Grant Date and Each of First Two Anniversaries) |
| | 10.3 |
| Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan, filed as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on July 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.
| |
MEXCO ENERGY CORPORATION |
| |
|
|
| Date: September 10, 2026 |
By: |
/s/ Tammy McComic |
| |
|
Tammy McComic |
| |
|
President and Chief Financial Officer |