EON Resources (EONR) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually in 2025 for stockholders to vote on three key proposals.

• Proposals include the Exchange Proposal, Termination Agreement Proposal, and Adjournment Proposal.

• Board unanimously recommends voting "FOR" all proposals, citing best interests of the company and stockholders.

• Only stockholders of record as of March 14, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue over 19.99% of outstanding Class A Common Stock via convertible notes to accredited investors, exchanging old notes and warrants.

• Proposal 2 seeks approval to issue over 19.99% of Class A Common Stock to Pogo Royalty, LLC, as part of a Termination Agreement involving asset purchase and debt settlement.

• Proposal 3 allows adjournment of the meeting if more time is needed to solicit votes.

• All proposals require a majority of shares present (virtually or by proxy) to pass.

• Abstentions count as votes against; broker non-votes have no effect.

Board of directors and corporate governance

• Board of Directors is actively soliciting proxies and recommends voting in favor of all proposals.

• Directors and executive officers have no substantial interests in the proposals beyond their share ownership.

• Security ownership table discloses holdings of directors, officers, and major shareholders as of January 15, 2025.