EON Resources (EONR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 29, 2025, via live webcast, with voting and Q&A available online.

• Four key proposals: election of three Class II directors, ratification of auditor, approval of 2025 Omnibus Incentive Plan, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

• Only shareholders of record as of September 9, 2025, are eligible 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 2025.

• Proposal 3: Approve the 2025 Omnibus Incentive Plan.

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

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by May 20, 2026.

Board of directors and corporate governance

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

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

• Majority of board members are 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.

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