EON Resources (EONR) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 17, 2026; holders of record on Nov. 9, 2026 may vote, and the Board recommends FOR all nominees and Proposals 2A, 2B, 3 and 4.

• Stockholders will consider three director elections, two charter amendments, auditor ratification and authority to adjourn for additional proxy solicitation or to establish a quorum.

Voting matters and shareholder proposals

• Elect Dante Caravaggio and Joseph V. Salvucci, Jr. for terms through 2028, and Kyle Bulpitt for the remainder of a Class II term through 2027, subject to revised terms if Proposal 2B takes effect.

• Proposal 2A would raise authorized Class A shares from 100 million to 175 million and total authorized capital from 121 million to 196 million; Class B and preferred authorizations remain unchanged.

• Proposal 2B would replace the two-class board with three classes; Proposal 3 seeks ratification of CBIZ CPAs P.C. for FY2026, and Proposal 4 permits adjournment if needed.

• Director elections require a plurality; each charter amendment requires a majority of outstanding voting power, while auditor ratification and adjournment require a majority of votes cast.

• Stockholder proposals for the 2027 annual meeting under Rule 14a-8 are due by July 26, 2027; other proposals and nominations have an Aug. 19–Sept. 18, 2027 notice window, subject to meeting-date conditions.

Board of directors and corporate governance

• The five-member Board currently has two classes; nominees are CEO and President Dante Caravaggio, independent director Joseph V. Salvucci, Jr., and independent director Kyle Bulpitt, appointed in January 2026 to fill a vacancy.

• Three of five directors are considered independent; the Board held four meetings in FY2025, and each director attended all meetings of the Board and committees on which they served.

• The Board combines the CEO and director roles under Caravaggio; independent directors meet separately, and standing committees cover audit, compensation, and nominations and governance.

• If the three-class amendment takes effect, Trotter and Salvucci, Sr. become Class I, Bulpitt Class II, and Caravaggio and Salvucci, Jr. Class III, with staggered terms ending at the first, second and third annual meetings after effectiveness.