US Energy (USEG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 8, 2026, to elect two Class One directors, ratify the independent auditor, hold an advisory vote on executive compensation, and approve the removal of the Nasdaq 20% cap for a stock issuance agreement.

• Only stockholders of record as of March 9, 2026, are entitled to vote; 44,269,192 shares of common stock are outstanding.

• Voting can be done in person, by internet, phone, or mail, with detailed procedures for both record and street name holders.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect John A. Weinzierl and D. Stephen Slack as Class One directors until 2029.

• Proposal 2: Ratify Weaver & Tidwell, L.L.P. as independent auditor for 2026.

• Proposal 3: Advisory vote to approve named executive officer compensation.

• Proposal 4: Approve issuance of shares exceeding 20% of outstanding stock to Roth Principal Investments under a purchase agreement.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of six members, with a majority being independent under Nasdaq rules.

• Committees include Audit, Compensation, Nominating, and Operations, all comprised of independent directors.

• Directors are elected in staggered classes; the Board will reduce to five members after the meeting.

• Nominating and Voting Agreement grants certain shareholders nomination rights based on ownership thresholds.

• Directors possess significant industry, financial, and governance experience.