Trio Petroleum (TPET) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 30, 2025, to vote on director elections, amendments to the certificate of incorporation, equity incentive plan changes, and auditor ratification.

• Stockholders of record as of June 2, 2025, are eligible to vote on the proposals.

• The board recommends voting in favor of all proposals and director nominees.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms expiring at the 2028 annual meeting.

• Amendment to reduce authorized common stock from 500,000,000 to 150,000,000 shares.

• Amendments to the 2022 Equity Incentive Plan to increase reserved shares from 500,000 to 2,500,000 and add an evergreen provision for annual share increases through 2031.

• Ratification of Bush & Associates CPA LLC as independent auditor for the fiscal year ending October 31, 2025.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• The board consists of six directors divided into three staggered classes, with annual elections for one class.

• Four directors are considered independent under NYSE American rules.

• The board has audit, compensation, and nominating/corporate governance committees, each with defined responsibilities and independent members.

• The board's leadership structure allows for a lead director if the chair is not independent.