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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_________________

 

FORM 8-K

_________________

Current Report

Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

 

Date of Report (date of earliest event reported):

 

 

JUNE 12, 2025

_______________________________

EMPIRE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

 

Delaware 001-16653 73-1238709
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

2200 S. Utica Place, Suite 150, Tulsa, Oklahoma   74114

(Address of Principal Executive Offices)       (Zip Code)

 

Registrant’s telephone number, including area code:   (539)444-8002

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock $0.001 par value

EP

NYSE American

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

On June 12, 2025, Empire Petroleum Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 33,712,727 shares of the Company’s common stock were entitled to vote as of April 21, 2025, the record date for the Annual Meeting. There were 29,382,197 shares present, in person or by proxy, at the Annual Meeting (or 87.15% of the outstanding shares), at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

 

 

Proposal One — Election of Directors

 

The stockholders voted to elect three directors to serve for a term expiring at the annual meeting of stockholders in 2026 and until their successors are duly elected and qualified. The results of the vote were as follows:

         For        Withheld  

Broker

  Non-Votes  

Michael R. Morrisett 23,976,047 266,402 5,139,748
Vice Admiral Andrew L. Lewis (Ret.) 23,621,464 620,985 5,139,748
J. Kevin Vann 24,032,734 209,715 5,139,748

 

 

 

Proposal Two — Advisory Vote to Approve

Named Executive Officer Compensation

 

The stockholders voted to approve, on an advisory basis, named executive officer compensation. The results of the vote were as follows:

 

      For         Against    Abstain 

Broker

  Non-Votes  

24,208,035 28,842 5,572 5,139,748

 

 

 

Proposal Three – Ratification of Appointment of

Independent Registered Public Accounting Firm

 

The stockholders voted to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025. The results of the vote were as follows:

 

      For         Against     Abstain  

Broker

Non-Votes

29,353,538 11,636 17,023 -0-

 

 

 

  

 

 

 

 

  

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

EMPIRE PETROLEUM CORPORATION

 

 

 

 
Date:    June 13, 2025 By:  /s/ Michael R. Morrisett  
 

Michael R. Morrisett

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

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