PEDEVCO (NYSE: PED) wins shareholder backing to expand stock awards
Rhea-AI Filing Summary
PEDEVCO Corp. (PED) reported the results of its 2026 annual meeting held on August 27, 2026. Stockholders approved a Third Amendment to the 2021 Equity Incentive Plan, increasing the aggregate share reserve, the incentive stock option limit, and the per-recipient award limit from 900,000 shares each to 1,800,000 shares each, effective upon stockholder approval.
All six director nominees were elected, Weaver and Tidwell, L.L.P. was ratified as independent auditor for 2026, and stockholders approved on a non-binding basis the compensation of named executive officers and chose an annual frequency for future advisory say‑on‑pay votes. A quorum of 12,270,991.5 shares, about 92.3% of the 13,290,902 shares outstanding as of June 30, 2026, was represented.
Positive
- None.
Negative
- None.
Filing Explained
Following the annual meeting, the board determined that PEDEVCO will hold non-binding advisory votes on executive compensation every year until the next required frequency vote or another board-directed vote, which must occur within six calendar years.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity plan aggregate share limit: 1,800,000 shares
Prior equity plan aggregate share limit: 900,000 shares
Shares outstanding: 13,290,902 shares
+5 more
8 metrics
Equity plan aggregate share limit
1,800,000 shares
Aggregate number of shares available under 2021 Equity Incentive Plan after Third Amendment
Prior equity plan aggregate share limit
900,000 shares
Aggregate number of shares available under 2021 Equity Incentive Plan before Third Amendment
Shares outstanding
13,290,902 shares
Common stock outstanding and entitled to vote as of June 30, 2026 record date
Shares represented at meeting
12,270,991.5 shares
Shares present in person or by proxy at 2026 annual meeting, forming the quorum
Quorum percentage
92.3%
Approximate percentage of outstanding voting shares represented at the annual meeting
Auditor ratification votes for
12,253,840.5 votes
Votes in favor of ratifying Weaver and Tidwell, L.L.P. as 2026 independent auditor
Say-on-pay votes for
12,041,407.1 votes
Votes in favor of non-binding advisory approval of named executive officer compensation
Equity plan amendment votes for
12,007,528.1 votes
Votes in favor of the Third Amendment to the 2021 Equity Incentive Plan
Key Terms
Equity Incentive Plan, incentive stock options, non-statutory stock options, restricted stock units, +2 more
6 terms
Equity Incentive Plan financial
"the PEDEVCO Corp. 2021 Equity Incentive Plan (the “2021 Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
incentive stock options financial
"Incentive stock options granted under the 2021 Plan are intended to qualify"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
non-statutory stock options financial
"provides for awards of incentive stock options, non-statutory stock options, rights"
Non-statutory stock options are a type of reward that companies give to employees, allowing them to buy company shares at a set price within a certain period. Unlike formal or government-approved plans, these options are more flexible but may have different tax implications. For investors, they can influence a company's stock price and financial health, making them an important factor to consider.
restricted stock units financial
"rights to acquire restricted stock, restricted stock units, stock appreciation rights"
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.
stock appreciation rights financial
"restricted stock units, stock appreciation rights, or SARs, and performance units"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
broker non-votes financial
"Broker Non-Votes: | | | 25,259 |"
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.
FAQ
What did PED stockholders approve regarding the 2021 Equity Incentive Plan?
Stockholders approved a Third Amendment to the 2021 Equity Incentive Plan, increasing the aggregate share reserve, the incentive stock option limit, and the per‑recipient award cap from 900,000 shares each to 1,800,000 shares each, effective August 27, 2026 upon stockholder approval.
Which directors were elected at PEDEVCO’s 2026 annual meeting?
Stockholders elected six directors: Josh Schmidt, J. Douglas Schick, John K. Howie, Martyn Willsher, Edward Geiser, and Kristel Franklin, each to serve a one‑year term and until their successors are elected and qualified or earlier resignation or removal.
What auditor did PEDEVCO (PED) stockholders ratify for fiscal year 2026?
Stockholders ratified Weaver and Tidwell, L.L.P. as PEDEVCO’s independent auditors for the fiscal year ending December 31, 2026, with 12,253,840.5 votes for, 17,116 against, and 35 abstentions, and no broker non‑votes.
How did PEDEVCO stockholders vote on say-on-pay and its frequency?
On a non-binding basis, stockholders approved named executive officer compensation with 12,041,407.1 votes for and 197,150.4 against. They favored holding advisory say‑on‑pay votes every 1 year, with 12,229,445.1 votes for the one‑year option.
What were the voting results for PED’s Third Amendment to the 2021 Equity Incentive Plan?
The Third Amendment to the 2021 Equity Incentive Plan received 12,007,528.1 votes for, 223,854.4 against, and 14,350 abstentions, with 25,259 broker non‑votes, and was approved by stockholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
