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  4. [8-K] Riley Exploration Permian, Inc. Reports Material Event

Shareholders of Riley Permian (REPX) approve larger equity incentive pool and all proposals

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

Rhea-AI Filing Summary

Riley Exploration Permian, Inc. reported results from its May 12, 2026 annual shareholder meeting, highlighted by approval of an expanded equity incentive plan. Stockholders approved the Second Amended and Restated 2021 Long Term Incentive Plan, increasing shares available for awards by 2,800,000 to a total of 5,137,022 shares.

All seven director nominees were elected for one-year terms, and shareholders ratified BDO USA, P.C. as the independent auditor for 2026. Investors also gave advisory approval to compensation for the company’s named executive officers and formally approved the amendment and restatement of the long term incentive plan, which will support future equity-based compensation.

Positive

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Negative

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Insights

Shareholders backed all proposals, including a sizeable expansion of the equity incentive pool.

The meeting confirms broad shareholder support for Riley Exploration Permian’s board, auditors, and pay practices. All seven directors were elected with strong majorities, and BDO USA, P.C. was ratified as the 2026 independent auditor with over 17.1 million votes in favor.

The notable governance item is equity compensation. The Second Amended and Restated 2021 Long Term Incentive Plan adds 2,800,000 shares, bringing total shares available to 5,137,022, giving the company flexibility to use stock-based awards for retention and alignment. The amendment received 11,927,676 votes for and 3,427,837 against, with some opposition but clear overall approval.

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, and exhibit attachments filed with this report.
Incentive plan increase 2,800,000 shares Additional shares added to 2021 Long Term Incentive Plan
Total plan shares 5,137,022 shares Aggregate shares available under amended 2021 Long Term Incentive Plan
Auditor ratification votes for 17,109,342 shares Votes for ratifying BDO USA, P.C. as 2026 auditor
Say-on-pay votes for 14,974,754 shares Advisory approval of named executive officer compensation
LTIP amendment votes for 11,927,676 shares Votes for amendment and restatement of long term incentive plan
LTIP amendment votes against 3,427,837 shares Votes against incentive plan amendment
Director votes for Bobby D. Riley 15,267,736 shares Votes for director election of Bobby D. Riley
Long Term Incentive Plan financial
"Second Amended and Restated 2021 Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
broker non-votes financial
"including the number of votes cast against or withheld, abstentions and 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.
independent registered public accounting firm financial
"independent registered public accounting firm for 2026 was approved"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory approval of executive compensation financial
"The advisory approval of the compensation of our Named Executive Officers was approved"
emerging growth company regulatory
"Emerging growth company o"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001001614FALSE00010016142026-05-122026-05-12

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): May 12, 2026
Riley Exploration Permian, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1555587-0267438
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
Address of Principal Executive Offices, Including Zip Code)
405-415-8699
(Registrant’s Telephone Number, Including Area Code)
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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareREPXNYSE 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 o
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. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Second Amendment and Restatement of the Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan

On May 12, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Riley Exploration Permian, Inc. (“Riley Permian” or the “Company”), the Company’s stockholders approved the Riley Exploration Permian, Inc. Second Amended and Restated 2021 Long Term Incentive Plan (the “Amended Plan”). The Amended Plan increased the aggregate number of shares available for issuance under the plan by 2,800,000 shares (from 2,337,022 to 5,137,022 shares). The Amended Plan is described in further detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2026. A copy of the Amended Plan, as approved at the Annual Meeting, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this item by reference.

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

Riley Permian held its Annual Meeting on May 12, 2026. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against or withheld, abstentions and broker non-votes, if applicable, with respect to each matter.

PROPOSAL #1 - ELECTION OF DIRECTORS

All seven (7) director nominees were elected to serve a one-year term until the 2027 Annual Meeting of Stockholders and until their respective successors are elected. The voting results were as follows:
Number of Shares
Voted For
Withheld
Broker Nonvotes
Brent Arriaga15,243,926 132,197 1,832,263 
Rebecca L. Bayless14,727,565 648,558 1,832,263 
Beth A. di Santo15,064,611 311,512 1,832,263 
Bryan H. Lawrence14,239,408 1,136,715 1,832,263 
E. Wayne Nordberg15,263,937 112,186 1,832,263 
Bobby D. Riley15,267,736 108,387 1,832,263 
Bobby Saadati15,338,941 37,182 1,832,263 

PROPOSAL #2 - RATIFICATION OF AUDITORS

The ratification of the appointment of BDO USA, P.C. as Riley Permian's independent registered public accounting firm for 2026 was approved. The voting results were as follows:
Number of Shares
Voted ForVoted AgainstAbstentionsBroker Nonvotes
Ratification of Appointment of BDO USA, P.C. as
Riley Permian's Independent Registered Public Accounting Firm
17,109,342
84,778
14,266
-

PROPOSAL #3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The advisory approval of the compensation of our Named Executive Officers was approved. The voting results were as follows:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Nonvotes
Advisory Approval of Compensation of our Named Executive Officers
14,974,754
376,548
24,821
1,832,263



PROPOSAL #4 – AMENDMENT AND RESTATEMENT OF 2021 LONG TERM INCENTIVE PLAN

The amendment and restatement of the Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan was approved. The voting results were as follows:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Nonvotes
Approval of Amendment and Restatement of the Riley Exploration Permian, Inc. Amended and Restated 2021 Long Term Incentive Plan
11,927,676
3,427,837
20,610
1,832,263

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.Description
10.1
Riley Exploration Permian, Inc. Second Amended and Restated 2021 Long Term Incentive Plan.
104Cover 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.
RILEY EXPLORATION PERMIAN, INC.
Date: May 13, 2026By:/s/ Beth A. di Santo
Beth A. di Santo
General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Riley Exploration Permian (REPX) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing seven directors, ratifying BDO USA, P.C. as 2026 auditor, giving advisory approval to executive pay, and expanding the 2021 long term incentive plan.

How many additional shares were added to Riley Permian’s 2021 Long Term Incentive Plan?

The amended plan increased the share pool by 2,800,000 shares, bringing the total number of shares available for issuance under the 2021 Long Term Incentive Plan to 5,137,022 shares for future equity awards.

Were all director nominees elected at Riley Exploration Permian’s 2026 annual meeting?

Yes, all seven director nominees were elected to one-year terms. Each received over 14 million votes for, with broker non-votes of 1,832,263 shares recorded for every director election item.

Did Riley Exploration Permian shareholders approve the company’s executive compensation?

Yes, shareholders gave advisory approval to compensation for the named executive officers. The vote totaled 14,974,754 shares for, 376,548 against, 24,821 abstentions, and 1,832,263 broker non-votes on this say-on-pay proposal.

Was BDO USA, P.C. ratified as Riley Exploration Permian’s auditor for 2026?

Yes, BDO USA, P.C. was ratified as the independent registered public accounting firm for 2026, with 17,109,342 votes for, 84,778 votes against, and 14,266 abstentions, and no broker non-votes recorded.

How did shareholders vote on the amendment and restatement of Riley Permian’s long term incentive plan?

The amendment and restatement of the long term incentive plan was approved, receiving 11,927,676 votes for, 3,427,837 votes against, 20,610 abstentions, and 1,832,263 broker non-votes at the annual meeting.

Filing Exhibits & Attachments

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