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U.S. Energy (USEG) corrects board disclosure, OKs Nasdaq 20% cap removal

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8-K/A

Rhea-AI Filing Summary

U.S. Energy Corp. filed an amended current report to correct how it previously described director Randall Keys’ departure and board size after the 2026 annual meeting. The filing clarifies that Mr. Keys was not renominated by the nominating committee, and the board was reduced to five members upon his term’s expiration.

Shareholders elected John A. Weinzierl and D. Stephen Slack to three-year board terms and ratified Weaver & Tidwell, L.L.P. as independent auditor for 2026. Investors also approved an advisory vote on named executive officer pay and authorized issuance of common stock to Roth Principal Investments under a Common Stock Purchase Agreement for Nasdaq Listing Rule 5635(d) compliance.

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Insights

Amended 8-K mainly cleans up disclosure and confirms shareholder approvals.

The amendment focuses on governance details: clarifying that Randall Keys was not renominated rather than voluntarily declining, and confirming that the board shrank to five seats when his term ended. These changes refine prior wording rather than signaling a strategic shift.

On the voting side, shareholders backed all four management proposals, including director elections, auditor ratification, and advisory pay approval. They also approved a proposal needed under Nasdaq Listing Rule 5635(d) to permit issuing common stock to Roth Principal Investments under an existing Common Stock Purchase Agreement, enabling that capital arrangement to proceed within exchange rules.

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.
Board size after meeting 5 members Effective upon Randall Keys’ departure on May 8, 2026
Votes for John A. Weinzierl 10,630,629 votes for Director election at 2026 annual meeting
Votes for D. Stephen Slack 10,645,512 votes for Director election at 2026 annual meeting
Auditor ratification support 23,151,640 votes for Weaver & Tidwell, L.L.P. for fiscal year 2026
Say-on-pay support 10,130,670 votes for Advisory vote on named executive officer compensation
Nasdaq 20% cap removal support 10,207,459 votes for Issuance of common stock to Roth Principal Investments
Nasdaq 20% Cap Removal Proposal financial
"the "Nasdaq 20% Cap Removal Proposal"), was approved."
Section 5635(d) regulatory
"for purposes of complying with Section 5635(d) of the Listing Rules"
Common Stock Purchase Agreement financial
"that certain Common Stock Purchase Agreement, dated as of October 9, 2025"
A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.
broker non-votes financial
"Votes For | Votes Against | Abstentions | 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.
advisory vote financial
"an advisory vote to approve named executive officer compensation was approved."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
Form 8-K/A date of report 05-08-26 true 0000101594 0000101594 2026-05-08 2026-05-08
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
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 8, 2026
 
U.S. ENERGY CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
000-06814
83-0205516
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
1616 S. Voss, Suite 725, Houston, Texas
77057
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (303) 993-3200
 
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 exchange on which registered
Common Stock, $0.01 par value
USEG
NASDAQ Stock Market LLC (Nasdaq Capital Market)
 
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. ☐
 
 
 
 
EXPLANATORY NOTE
 
U.S. Energy Corp. (the “Company”, “we” and “us”) filed a Current Report on Form 8‑K with the Securities and Exchange Commission on May 8, 2026 (the “Initial Report”), which disclosed among other things, the results of the voting associated with the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the fact that Randall Keys ceased to serve as a member of the Board of Directors on the Company on May 8, 2026. Subsequent to such filing the Company identified an error in the disclosure associated with Mr. Keys’ ceasing to serve as a member of the Board of Directors, in that instead of notifying the Company that he would not stand for re-election at the Annual Meeting, he instead was not nominated as a member of the Board of Directors by the nominating committee. The Initial Report also incorrectly stated that the size of the Board of Directors did not change following the Annual Meeting, and such number of members decreased from six to five. This Amendment No. 1 to the Initial Report is being filed solely to correct such errors.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective May 8, 2026, Randall Keys ceased to serve as a member of the Board of Directors (the “Board”) of U.S. Energy Corp. (the “Company”) upon the expiration of his term at the Company’s 2026 Annual Meeting of Stockholders (the “Meeting”), after having not been renominated as a member of the Board by the nominating committee. The Board thanks Mr. Keys for his years of dedicated service and valuable contributions to the Company.
 
The size of the Board was changed to five (5) members effective upon Mr. Keys’ departure.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On May 8, 2026, the Company held the Annual Meeting. The following four proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement.
 
Proposal 1
 
The director nominees listed below were duly elected 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 the Proxy Statement), each to serve a term of three years and until his respective successor has been elected and qualified:
 
Nominee
Votes For
Votes Withheld
Broker Non-Votes
John A. Weinzierl
10,630,629
156,777
12,512,976
D. Stephen Slack
10,645,512
141,894
12,512,976
 
 
 
 
Proposal 2
 
A management proposal to ratify the appointment of Weaver & Tidwell, L.L.P. as the Company’s independent auditor for the fiscal year ending December 31, 2026 was approved.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
23,151,640
100,116
48,626
—
 
Proposal 3
 
A management proposal relating to an advisory vote to approve named executive officer compensation was approved.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
10,130,670
569,807
86,929
12,512,976
 
Proposal 4
 
A management proposal to approve for purposes of complying with Section 5635(d) of the Listing Rules (the “Nasdaq Listing Rules”) of the Nasdaq Stock Market LLC, the issuance of shares of the Company's common stock, par value $0.01 per share ("Common Stock"), to Roth Principal Investments, LLC ("Roth Principal Investments") pursuant to the terms of that certain Common Stock Purchase Agreement, dated as of October 9, 2025 (the "Common Stock Purchase Agreement"), between the Company and Roth Principal Investments, in an amount that equals or exceeds 20% of the total shares of the Company's Common Stock outstanding immediately prior to the entry into the Common Stock Purchase Agreement (the "Nasdaq 20% Cap Removal Proposal"), was approved.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
10,207,459
557,104
22,843
12,512,976
 
 
 
 
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.
 
 
U.S. ENERGY CORP.
   
 
By: /s/ Ryan Smith
 
Ryan Smith
 
Chief Executive Officer
   
 
Dated: May 15, 2026
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. Energy Corp. (USEG) correct in this amended 8-K/A?

U.S. Energy Corp. corrected how it described director Randall Keys’ departure and board size. It clarified he was not renominated by the nominating committee, and that the board decreased from six to five members when his term expired at the 2026 annual meeting.

What happened to director Randall Keys at U.S. Energy Corp.’s 2026 annual meeting?

Randall Keys ceased to serve on the board when his term expired at the 2026 annual meeting. The filing clarifies he was not renominated by the nominating committee, rather than declining to stand for re-election, and the board size was set at five members upon his departure.

Which director nominees were elected at U.S. Energy Corp. (USEG)’s 2026 annual meeting?

Shareholders elected John A. Weinzierl and D. Stephen Slack to the board. Weinzierl received 10,630,629 votes for and 156,777 withheld, while Slack received 10,645,512 votes for and 141,894 withheld, with 12,512,976 broker non-votes for each nominee’s election.

Did U.S. Energy Corp. (USEG) shareholders approve the auditor for 2026?

Yes. Shareholders ratified Weaver & Tidwell, L.L.P. as independent auditor for the year ending December 31, 2026. The vote totaled 23,151,640 for, 100,116 against, and 48,626 abstentions, with no broker non-votes reported for this ratification proposal.

How did U.S. Energy Corp. (USEG) shareholders vote on executive compensation?

Shareholders approved the advisory vote on named executive officer compensation. The proposal received 10,130,670 votes for, 569,807 against, and 86,929 abstentions, with 12,512,976 broker non-votes, indicating support for the company’s disclosed pay practices for its named executive officers at the meeting.

What stock issuance proposal involving Roth Principal Investments did USEG shareholders approve?

Shareholders approved a proposal required under Nasdaq Listing Rule 5635(d) to permit issuing common stock to Roth Principal Investments under an October 9, 2025 Common Stock Purchase Agreement, in an amount equaling or exceeding 20% of shares outstanding before that agreement, receiving 10,207,459 votes for and 557,104 against.

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