PEDEVCO (PED) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on August 28, 2025, with stockholders able to attend, vote, and submit questions online using a Control ID.

• Proxy materials are primarily distributed via the Internet to reduce costs and environmental impact, with options for paper copies upon request.

• The record date for voting eligibility is June 30, 2025, with 91,829,352 shares of common stock outstanding and entitled to vote.

• The meeting agenda includes electing five directors and ratifying the appointment of Weaver and Tidwell, L.L.P. as independent auditors for 2025.

Voting matters and shareholder proposals

• Stockholders will vote on electing five directors for one-year terms and ratifying Weaver and Tidwell, L.L.P. as auditors.

• The board unanimously recommends voting “FOR” all director nominees and the auditor ratification.

• Stockholders may submit proposals for the 2026 annual meeting by March 17, 2026, for inclusion in proxy materials.

• Advance notice is required for other proposals or nominations, with specific deadlines outlined in the bylaws.

Board of directors and corporate governance

• The board consists of five directors, with over 50% classified as independent under NYSE American rules.

• Dr. Simon G. Kukes serves as Executive Chairman; J. Douglas Schick is CEO and a director.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each chaired by independent directors.

• The company is a “controlled company” due to Dr. Kukes’ majority voting power but voluntarily meets independence requirements.

• Directors are expected to attend annual meetings, and the board held ten meetings in 2024.