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  4. [8-K] US ENERGY CORP Reports Material Event

U.S. Energy Corp. (NASDAQ: USEG) investors approve ≥20% share issuance

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

Rhea-AI Filing Summary

U.S. Energy Corp. held its 2026 annual meeting of stockholders, where all four management proposals were approved, including a key authorization to issue common stock to Roth Principal Investments that may equal or exceed 20% of shares outstanding before the October 9, 2025 Common Stock Purchase Agreement.

Director Randall Keys left the Board at the end of his term after choosing not to stand for re-election, and the remaining director nominees, John A. Weinzierl and D. Stephen Slack, were each elected to three-year terms. Stockholders also ratified Weaver & Tidwell, L.L.P. as auditor for 2026 and approved the advisory vote on named executive officer compensation.

Positive

  • None.

Negative

  • None.

Insights

Shareholders approved a potentially dilutive ≥20% stock issuance and all other meeting items.

The meeting results show solid support for management. Director nominees John A. Weinzierl and D. Stephen Slack were elected with over 10.6 million votes for each, and shareholders ratified Weaver & Tidwell, L.L.P. as auditor with 23,151,640 votes in favor.

The notable item is approval of the Nasdaq 20% Cap Removal Proposal, permitting issuance of common stock to Roth Principal Investments under the October 9, 2025 Common Stock Purchase Agreement in an amount that may meet or exceed 20% of previously outstanding shares. This authorization creates room for a sizeable equity issuance, which could be meaningfully dilutive depending on how much stock is ultimately issued.

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.
Weinzierl director votes for 10,630,629 votes Election to Board at 2026 annual meeting
Slack director votes for 10,645,512 votes Election to Board at 2026 annual meeting
Auditor ratification votes for 23,151,640 votes Weaver & Tidwell, L.L.P. for fiscal year 2026
Say-on-pay votes for 10,130,670 votes Advisory vote on named executive officer compensation
Nasdaq 20% cap removal votes for 10,207,459 votes Approval of share issuance to Roth Principal Investments
Potential issuance threshold ≥20% of shares Common stock outstanding before October 9, 2025 agreement
Nasdaq 20% Cap Removal Proposal regulatory
"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 Withheld | 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 governance
"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 →
false 0000101594 0000101594 2026-05-08 2026-05-08
 
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 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. ☐
 
 
 
 
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”), having previously informed the Company that he would not stand for re-election. Mr. Keys’s decision not to stand for re-election did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Mr. Keys for his years of dedicated service and valuable contributions to the Company.
 
The size of the Board remains unchanged following Mr. Keys’s departure.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On May 8, 2026, the Company held the 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 8, 2026
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did U.S. Energy Corp. (USEG) announce in the latest 8-K?

U.S. Energy Corp. reported that director Randall Keys left the Board when his term ended at the 2026 annual meeting after choosing not to stand for re-election. The company stated his decision did not stem from any disagreement over operations, policies, or practices.

Which directors were elected at U.S. Energy Corp.’s 2026 annual meeting?

Shareholders elected John A. Weinzierl and D. Stephen Slack to the Board for three-year terms. 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 on each nominee.

Did U.S. Energy Corp. (USEG) shareholders approve the 20% cap removal share issuance proposal?

Yes. Shareholders approved the Nasdaq 20% Cap Removal Proposal to allow issuance of common stock to Roth Principal Investments under the October 9, 2025 Common Stock Purchase Agreement, in an amount that equals or exceeds 20% of shares outstanding before that agreement.

How did U.S. Energy Corp. shareholders vote on auditor ratification for 2026?

Shareholders approved management’s proposal to ratify 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 on this proposal.

What was the outcome of the say-on-pay vote at U.S. Energy Corp.’s 2026 meeting?

Investors 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 shareholder support for the company’s current executive pay program.

Which exchange is U.S. Energy Corp. (USEG) listed on and what class of securities is registered?

U.S. Energy Corp. lists its common stock, with a par value of $0.01 per share, on the Nasdaq Stock Market LLC, specifically the Nasdaq Capital Market. The trading symbol for these shares is USEG, as disclosed in the filing’s securities registration section.

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