Vitesse (VTS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 5, 2026, with expanded access for shareholders to vote and ask questions online.

• Shareholders will vote on electing directors for a one-year term and ratifying Deloitte & Touche LLP as the independent auditor for 2026.

• The company completed the Lucero Acquisition in March 2025, expanding its non-operated oil and gas interests in the Williston Basin.

• As of April 10, 2026, there were 41,712,424 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors, including one new nominee, for terms expiring at the 2027 annual meeting.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Shareholders can submit proposals and director nominations for the 2027 meeting, with specific advance notice and proxy access provisions.

Board of directors and corporate governance

• The board consists of eight directors with diverse backgrounds in energy, finance, law, and governance.

• Seven directors are considered independent under NYSE rules; all committees are composed entirely of independent directors.

• The board has Audit, Compensation, and Nominating, Governance and Environmental and Social Responsibility (NGESR) Committees.

• The NGESR Committee emphasizes board diversity and inclusiveness in director nominations.

• Annual board and committee self-evaluations are conducted, and succession planning is a key focus.