EON Resources (EONR) Proxy Filing summary

Executive summary

• Annual meeting to be held virtually in 2024, with voting on four key proposals including director elections, auditor ratification, approval for potential large share issuance, and adjournment authority.

• Board unanimously recommends voting in favor of all proposals, citing best interests of the company and shareholders.

• Only shareholders of record as of the set record date are entitled to vote; quorum requires majority of voting power present virtually or by proxy.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors to serve until 2026.

• Proposal 2: Ratify Marcum LLP as independent auditor for fiscal year 2024.

• Proposal 3: Approve issuance of more than 19.99% of outstanding Class A Common Stock to White Lion Capital under a purchase agreement.

• Proposal 4: Approve adjournment of the meeting if necessary for further proxy solicitation.

• Board recommends voting “FOR” all proposals; abstentions and broker non-votes have defined effects on each proposal.

Board of directors and corporate governance

• Board consists of five members, divided into two classes with staggered two-year terms.

• Three directors are considered independent under NYSE American and SEC rules; independent directors meet regularly.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Board diversity matrix provided; no formal minimum qualifications for directors, but diversity of experience and integrity are considered.

• Code of Ethics adopted and available on the company website.