EON Resources (EONR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 29, 2025, via live webcast, with voting on four key proposals.

• Proposals include election of three Class II directors, ratification of the auditor, approval of a new omnibus incentive plan, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Only holders of record as of September 9, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until 2027.

• Proposal 2: Ratify CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2025.

• Proposal 3: Approve the 2025 Omnibus Incentive Plan to replace the 2023 plan and expand available shares for equity awards.

• Proposal 4: Approve adjournment of the meeting if more time is needed for solicitation of proxies.

• Board recommends voting “FOR” all proposals and nominees.

Board of directors and corporate governance

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

• Nominees for Class II: Mitchell B. Trotter (CFO), Joseph V. Salvucci, Sr. (Chairman), Byron Blount (Audit Chair).

• Three directors (Salvucci Sr., Salvucci Jr., Blount) are considered independent under NYSE American standards.

• Board held seven meetings in 2024; all directors attended over 75% of meetings.

• Standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters.