EMPIRE PETROLEUM CORP 8-K

What Happened
Empire Petroleum Corporation (EP) filed an 8-K reporting results of its June 17, 2026 Annual Meeting of Stockholders. Stockholders re-elected three directors (Michael R. Morrisett; Vice Admiral Andrew L. Lewis (Ret.); J. Kevin Vann), approved an advisory vote on named executive officer compensation, approved a new 2026 Stock and Incentive Compensation Plan, and ratified Grant Thornton LLP as the independent registered public accounting firm for 2026. A total of 30,408,848 shares were present or represented (76.44% of 39,779,537 shares outstanding as of the April 20, 2026 record date).

Key Details

• Board elections: Michael R. Morrisett — For 20,291,265; Withheld 878,573; Broker non-votes 9,239,010. Andrew L. Lewis — For 20,509,740; Withheld 660,098; Broker non-votes 9,239,010. J. Kevin Vann — For 20,564,930; Withheld 604,908; Broker non-votes 9,239,010.
• Say-on-pay (advisory): For 20,676,312; Against 425,115; Abstain 68,411; Broker non-votes 9,239,010.
• 2026 Stock and Incentive Compensation Plan approved: 1,200,000 shares reserved; approval ends further awards under the 2024 plan. Eligible recipients include employees, consultants and non-employee directors; administered by the Compensation Committee. Award types may include stock options, SARs, restricted stock/units, performance awards and cash-based awards. Vote: For 20,679,661; Against 489,113; Abstain 1,064; Broker non-votes 9,239,010.
• Auditor ratification: Grant Thornton LLP ratified as auditor for 2026 — For 30,104,778; Against 2,163; Abstain 301,907.

Why It Matters
Approval of the 2026 Plan (1.2 million shares) creates a pool of shares that can be used for stock-based pay, which can affect share count and dilution over time. The advisory approval of executive compensation and the re-election of directors indicate shareholder support for current management and governance. Ratifying Grant Thornton preserves continuity in the company’s independent audit oversight. Investors should note the reserved share amount and ongoing governance support when assessing potential dilution and management alignment.