Empire Petroleum (EP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, with voting on director elections, executive compensation, a new equity incentive plan, and auditor ratification.

• Board emphasizes commitment to governance, transparency, risk oversight, and long-term value creation.

• Stockholders of record as of April 20, 2026, are eligible to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include election of three directors, advisory vote on executive compensation, approval of the 2026 Stock and Incentive Compensation Plan, and ratification of Grant Thornton LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of six directors: three Series A Directors (appointed by preferred shareholders) and three common directors (elected by common shareholders).

• Five of six directors are independent under NYSE American standards.

• Board committees include Audit, Compensation, and Operations, all chaired by independent directors.

• Board separates chairman and CEO roles and holds regular executive sessions of non-management directors.

• Stockholders can nominate directors following advance notice procedures in the bylaws.