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  4. [8-K] PRIMEENERGY RESOURCES CORP Reports Material Event

PrimeEnergy (NASDAQ: PNRG) okays new 300,000-share repurchase authorization

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PrimeEnergy Resources Corporation held its Annual Meeting of stockholders on June 10, 2026, where five incumbent directors were re-elected. A total of 1,618,000 shares were outstanding and entitled to vote, with 1,224,025 shares represented in person or by proxy.

Support levels for director nominees ranged from 944,561 shares voted for Beverly A. Cummings to 1,195,211 shares for Thomas S. T. Gimbel, with no abstentions or broker non-votes reported. On the same date, the Board authorized the repurchase of up to an additional 300,000 shares of common stock in open-market or privately negotiated transactions, at prices and amounts management deems appropriate based on market conditions and available cash.

Positive

  • The Board authorized repurchases of up to 300,000 shares of common stock, a meaningful potential reduction relative to 1,618,000 shares outstanding, which can enhance per-share metrics if executed.
  • All five incumbent directors were re-elected without opposition, with no abstentions or broker non-votes, indicating stable governance and support from participating shareholders.

Negative

  • None.

Insights

PrimeEnergy adds a sizable buyback on top of routine director re-elections.

The meeting confirms continuity: all five incumbent directors were re-elected with comfortable support, and there were no competing slates or broker non-votes. This signals governance stability, with voting participation of more than one million shares represented.

The more consequential action is the Board’s authorization to repurchase up to 300,000 additional common shares. This represents a meaningful portion of the 1,618,000 shares outstanding and can reduce share count if fully executed. Actual impact depends on execution pace, pricing, and the company’s cash availability, as repurchases are discretionary and tied to market conditions.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Share repurchase authorization 300,000 shares Additional common stock repurchase capacity authorized June 10, 2026
Shares outstanding entitled to vote 1,618,000 shares Outstanding and entitled to vote at Annual Meeting
Shares present at meeting 1,224,025 shares Shares represented in person or by proxy at Annual Meeting
Votes for Thomas S. T. Gimbel 1,195,211 shares For votes in director election; 28,814 withheld
Votes for Beverly A. Cummings 944,561 shares For votes in director election; 279,464 withheld
repurchase financial
"the Board of Directors of the Company authorized the repurchase of up to an additional 300,000 shares"
A repurchase is when a company buys back its own shares from the market, like a homeowner reclaiming part of a shared property to increase their own stake. It reduces the number of shares available to other investors, which can raise the portion of future profits for remaining shareholders and often signals that management believes the stock is undervalued; it also changes how the company uses cash and can affect share price and investor returns.
privately negotiated transactions financial
"Repurchases may be made from time to time in open-market transactions or privately negotiated transactions"
Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.
broker non-votes regulatory
"There were no abstentions and no broker non-votes."
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.
proxy regulatory
"The matter listed below was submitted to a vote of the stockholders through the solicitation of proxies"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
Annual Meeting of stockholders regulatory
"The Annual Meeting of stockholders of PrimeEnergy Resources Corporation was held on June 10, 2026."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did PrimeEnergy Resources Corporation (PNRG) announce regarding share repurchases?
PrimeEnergy’s Board authorized the repurchase of up to an additional 300,000 shares of common stock. Purchases may occur in open-market or privately negotiated transactions, at prices and amounts management deems appropriate based on market conditions and the company’s available cash.

How many PrimeEnergy (PNRG) shares were entitled to vote at the 2026 Annual Meeting?
There were 1,618,000 PrimeEnergy shares outstanding and entitled to vote at the Annual Meeting. Of these, 1,224,025 shares were present in person or by proxy, providing the quorum needed to conduct business and elect directors at the meeting.

Were all PrimeEnergy (PNRG) director nominees elected at the 2026 Annual Meeting?
Yes, all five incumbent director nominees were elected for one-year terms. Vote totals ranged from 944,561 shares in favor for Beverly A. Cummings to 1,195,211 shares for Thomas S. T. Gimbel, with no abstentions and no broker non-votes reported for any nominee.

How strong was shareholder support for PrimeEnergy (PNRG) directors?
Shareholder support was solid across all nominees. For example, Thomas S. T. Gimbel received 1,195,211 shares voted for and 28,814 withheld. Other directors also received large majorities of votes cast, and the company reported no abstentions or broker non-votes.

How can PrimeEnergy (PNRG) execute its new 300,000-share repurchase authorization?
PrimeEnergy may repurchase shares in open-market transactions or through privately negotiated deals. Management will determine timing, pricing, and amounts based on prevailing market conditions and the company’s cash availability, so repurchases may vary over time or not reach the full authorization.
false 0000056868 0000056868 2026-06-10 2026-06-10
 
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) June 10, 2026
 
PrimeEnergy Resources Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-7406
84-0637348
(Commission File Number)
(IRS Employer Identification No.)
 
9821 Katy Freeway, Houston, Texas 77024
(Address of principal executive offices)
 
Registrant’s telephone number, including area code 713-735-0000
 
 
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, $0.10 par value
 
PNRG
 
NASDAQ
 
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. ☐
PRIMEENERGY RESOURCES CORPORATION
 
Section 5 – Corporate Governance and Management
 
Item 5.07 – Submission of matters to a vote of Security Holders
 
The Annual Meeting of stockholders of PrimeEnergy Resources Corporation (the “Company”) was held on June 10, 2026. The matter listed below was submitted to a vote of the stockholders through the solicitation of proxies, and the proposal was described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026. There were 1,618,000 shares of the Company outstanding and entitled to vote at the Annual Meeting. There were 1,224,025 shares of the Company present in person or by proxy at the meeting. The final results of the stockholder votes are listed below.
 
Proposal No. 1 – Election of Directors
 
Five persons were nominated by management for election as Directors of the Company, each for a term of one year. All such persons were currently serving as Directors of the Company. There were no other nominees and there was no solicitation in opposition to management’s nominees. All of such nominees were elected. The names of each Director elected at the meeting and the number of shares voted for or withheld for each nominee is as follows. There were no abstentions and no broker non-votes.
 
Vote Details
 
 
 
 
 
Beverly A. Cummings
For
944,561
 
Withheld
279,464
 
 
 
Charles E. Drimal, Jr.
For
1,030,664
 
Withheld
193,361
 
 
 
Thomas S. T. Gimbel
For
1,195,211
 
Withheld
28,814
 
 
 
Clint Hurt
For
1,151,942
 
Withheld
72,083
 
 
 
H. Gifford Fong
For
1,178,957
 
Withheld
45,068
 
Item 8.01 – Other Events
 
On June 10, 2026, the Board of Directors of the Company authorized the repurchase of up to an additional 300,000 shares of the Company's common stock. Repurchases may be made from time to time in open-market transactions or privately negotiated transactions, at such prices and in such amounts as management deems appropriate, subject to prevailing market conditions and the Company's cash availability.
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereto duly authorized.
 
Dated: June 11, 2026
PrimeEnergy Resources Corporation
By: /s/ Beverly A. Cummings
Name: Beverly A. Cummings
Executive Vice President
 
 

Source: View Original Filing on SEC EDGAR

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