PrimeEnergy Resources (PNRG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to elect five directors, approve executive compensation, and determine the frequency of future say-on-pay votes.

• Record date for voting is April 7, 2025, with 1,672,470 shares of common stock outstanding.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Shareholders will vote on electing five director nominees, an advisory vote on executive compensation, and an advisory vote on the frequency of future say-on-pay votes (recommended as every three years).

• Shareholder proposals for the 2026 annual meeting must be received by December 26, 2025, for inclusion in the proxy statement.

• Procedures for nominating directors and submitting proposals are detailed, with specific advance notice requirements.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with independence determined by Nasdaq and regulatory standards.

• Current nominees are Beverly A. Cummings, Charles E. Drimal, Jr., H. Gifford Fong, Thomas S. T. Gimbel, and Clint Hurt, all with significant industry and financial experience.

• Board leadership combines Chairman and CEO roles, currently held by Charles E. Drimal, Jr.

• Board met three times in 2024, with full attendance by all directors.

• Committees include Executive, Audit, and Compensation Committees; the Board acts as the nominating committee.