Gulfport Energy (GPOR) Proxy filing summary

Executive summary

• The proxy statement covers the 2026 Annual Meeting, scheduled for May 27, 2026, with proposals to elect six directors, ratify the appointment of Grant Thornton LLP as independent auditors for 2026, and approve, on an advisory basis, executive compensation for named executive officers (NEOs).

• Gulfport is a natural gas-weighted exploration and production company focused on the Utica/Marcellus and SCOOP regions, with a strategy centered on sustainable cash flow, operational efficiency, and environmental stewardship.

• The company returned over 100% of adjusted free cash flow to shareholders in 2025 through stock repurchases, maintained financial leverage below one times, and achieved a 12% increase in stock price, outperforming its peer group.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Grant Thornton LLP as auditors, and approving executive compensation on a non-binding basis.

• The board recommends voting FOR all proposals.

• Shareholders may submit future proposals for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of six non-employee directors, five of whom are independent; the board chair is not independent due to prior executive service.

• Committees include Audit, Compensation, and Nominating, Environmental, Social and Governance (NESG), each with defined oversight roles.

• The board emphasizes diversity, with 50% of directors identifying as gender or ethnically diverse.

• Annual board and committee self-assessments are conducted, and directors are encouraged to attend the annual meeting.

• Stock ownership guidelines are in place for directors and executives to align interests with shareholders.