PEDEVCO grants director stock and confirms 2025 vote

PEDEVCO Corp. reported two corporate governance updates.

Rhea-AI Filing Summary

PEDEVCO Corp. reported two corporate governance updates. On August 28, 2025, the company granted restricted stock awards under its 2021 Equity Incentive Plan to three non-employee directors: 200,000 shares to John Scelfo vesting on July 12, 2026, 200,000 shares to Chairman Dr. Simon G. Kukes vesting on January 1, 2026, and 140,000 shares to H. Douglas Evans vesting on September 27, 2026. The awards require continued Board service through the vesting dates and provide for full vesting if a director is removed in connection with a Change of Control, all under a standard Restricted Shares Grant Agreement.

The company also held its 2025 Annual Meeting, where shareholders elected five director nominees and approved Weaver and Tidwell, L.L.P. as independent auditors for the fiscal year ending December 31, 2025. A quorum was present with 68,670,136 shares represented out of 91,829,352 shares entitled to vote as of the June 30, 2025 record date, and all proposals received strong support.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What director equity awards did PEDEVCO (PED) grant on August 28, 2025?

On August 28, 2025, PEDEVCO granted restricted stock under its 2021 Equity Incentive Plan to three non-employee directors: 200,000 shares to John Scelfo vesting on July 12, 2026, 200,000 shares to Chairman Dr. Simon G. Kukes vesting on January 1, 2026, and 140,000 shares to H. Douglas Evans vesting on September 27, 2026, subject to continued Board service and the terms of a Restricted Shares Grant Agreement.

What are the vesting conditions and change-of-control terms for PEDEVCO’s 2025 director grants?

The restricted stock awards vest on specified future dates if each recipient remains on PEDEVCO’s Board of Directors through the vesting date. The grants also provide for 100% vesting acceleration if a director is removed from the Board in connection with a Change of Control as defined in the 2021 Equity Incentive Plan, and are governed by a Restricted Shares Grant Agreement.

What were the 2025 PEDEVCO (PED) annual meeting voting results for director elections?

At the 2025 Annual Meeting, shareholders elected all five PEDEVCO director nominees. For example, John J. Scelfo received 67,006,919 votes for and 330,790 withheld, with 1,332,427 broker non-votes, and similar strong support levels were recorded for Dr. Simon G. Kukes, H. Douglas Evans, J. Douglas Schick, and John K. Howie.

How many PEDEVCO (PED) shares were represented at the 2025 Annual Meeting and what was the record date?

A total of 68,670,136 shares of PEDEVCO common stock were present in person or by proxy at the 2025 Annual Meeting, constituting a quorum. This was based on 91,829,352 shares entitled to vote as of the June 30, 2025 record date.

Did PEDEVCO shareholders approve the 2025 appointment of Weaver and Tidwell, L.L.P. as auditors?

Yes. Shareholders approved the appointment of Weaver and Tidwell, L.L.P. as PEDEVCO’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 68,472,107 votes for, 186,611 against, 11,418 abstentions, and no broker non-votes.

Under which plan were PEDEVCO’s August 28, 2025 director stock awards issued?

The restricted stock awards granted on August 28, 2025 were issued under PEDEVCO Corp. 2021 Equity Incentive Plan, and the form of Restricted Shares Grant Agreement for such awards is filed as Exhibit 10.1, incorporating by reference the form attached as Exhibit 99.3 to the company’s Form S-8 filed on September 1, 2021.

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Accepted by SEC EDGAR 08/29/2025 - 04:30 PM EDT Learn about SEC filing dates

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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): August 28, 2025

PEDEVCO CORP.

(Exact name of registrant as specified in its charter)

Texas		001-35922		22-3755993
(State or other jurisdiction of  incorporation or organization)		(Commission file number)		(IRS Employer  Identification No.)

575 N. Dairy Ashford, Suite 210 Houston, Texas		77079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 221-1768

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 per share	PED	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.

(e) Restricted Stock and Option Awards

On August 28, 2025, PEDEVCO Corp. (the “Company”, “we” and “us”) granted (i) 200,000 shares of restricted Company common stock under the Company’s 2021 Equity Incentive Plan (the “Plan”) to Mr. John Scelfo, a member of the Board of Directors, which shares vest on July 12, 2026, (ii) 200,000 shares of restricted Company common stock under the Plan to Dr. Simon G. Kukes, our Chairman, which shares vest on January 1, 2026, and (iii) 140,000 shares of restricted Company common stock under the Plan to Mr. H. Douglas Evans, a member of the Board of Directors, which shares vest on September 27, 2026, in each case subject to the recipient of the shares being a member of the Company’s Board of Directors on such vesting date, 100% vesting acceleration if the member is removed from the Board of Directors in connection with a Change of Control (as defined in the Plan), and further subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Company and each recipient. These restricted stock awards were issued and granted in consideration for Messrs. Scelfo, and Evans and Dr. Kukes, serving as non-employee directors of the Company.

The foregoing description of the Restricted Shares Grant Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof. A copy of the form of Restricted Shares Grant Agreement for the awards granted on August 29, 2024, is attached as Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 1, 2021 and is incorporated by reference into this Item 5.02.

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

On August 28, 2025, at the Company’s 2025 Annual Meeting of stockholders (the “Annual Meeting”) the stockholders of the Company (i) elected five (5) director nominees, and (ii) approved the appointment of Weaver and Tidwell, L.L.P., as the Company’s independent registered public accounting firm for the 2025 fiscal year.

A total of 68,670,136 shares of common stock were present in person or by proxy and represented at the Annual Meeting, which shares constituted a quorum (a majority of the outstanding shares of the Company entitled to vote) based on 91,829,352 shares entitled to vote at the Annual Meeting as of the June 30, 2025 record date for the Annual Meeting. At the Annual Meeting, the Company’s shareholders voted on the following proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (SEC) on July 11, 2025 (the “Proxy Statement”) and summarized below. This Form 8‑K should be read in connection with the Proxy Statement. There was no solicitation in opposition to management’s nominees as listed in its proxy statement and all such nominees were elected as directors. 

The results of the voting for each of the proposals were as follows:

1. Election of Directors:

		For				Withhold				Broker Non-Votes
John J. Scelfo			67,006,919				330,790				1,332,427
Dr. Simon G. Kukes			66,977,002				360,707				1,332,427
H. Douglas Evans			67,005,321				332,388				1,332,427
J. Douglas Schick			67,064,654				273,055				1,332,427
John K. Howie			67,234,927				102,782				1,332,427

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2. Ratification of the appointment of Weaver and Tidwell, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2025:

For:			68,472,107
Against:			186,611
Abstain:			11,418
Broker Non-Votes:		-0-

As such, each of the five (5) director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in its proxy statement), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal, and proposal 2 was separately approved and ratified by the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on, and who voted for, against, or expressly abstained with respect to, such proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement (1)
104		Inline XBRL for the cover page of this Current Report on Form 8-K

(1) Filed on September 1, 2021, as Exhibit 99.3 to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-259248).

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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.

	PEDEVCO CORP.
	By:	/s/ J. Douglas Schick
		J. Douglas Schick
		President and Chief Executive Officer

Date: August 29, 2025

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