EON Resources (EONR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 25, 2024, via live webcast, with four key proposals up for vote, including director elections, auditor ratification, approval for potential large share issuance, and possible adjournment.

• Only stockholders of record as of November 7, 2024, are eligible to vote; quorum requires a majority of voting power present virtually or by proxy.

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

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 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.

• Abstentions and broker non-votes have specific effects on each proposal; no cumulative voting rights for directors.

Board of directors and corporate governance

• Board consists of five members divided into two classes; three are independent under NYSE American standards.

• 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 and experience are considered.

• No director or officer involved in recent legal proceedings; family relationship exists between two directors.