Empire Petroleum (EP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Board emphasizes governance, transparency, and alignment with stockholder interests.

• Only Common Stock and certain Preferred Stock holders may vote; Series A Voting Preferred Stock does not vote at this meeting.

Voting matters and shareholder proposals

• Stockholders will vote on three directors, a non-binding say-on-pay proposal, and ratification of Grant Thornton LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2026 meeting by December 31, 2025, and director nominations must follow advance notice bylaws.

Board of directors and corporate governance

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

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

• Board held four meetings in 2024, with all directors attending at least 75% of meetings.

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

• Board separates Chairman and CEO roles for effective oversight.