Evolution Petroleum Sets Dec. 4 Annual Meeting, Board Seeks Re-election

Ticker: EPM · Form: DEF 14A · Filed: Oct 23, 2025 · CIK: 1006655

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Annual Meeting, Shareholder Vote, Oil & Gas

Related Tickers: EPM

TL;DR

**EPM's upcoming annual meeting is a routine governance check, but pay frequency vote is a key signal for future executive accountability – vote for annual!**

AI Summary

Evolution Petroleum Corp (EPM) is holding its 2025 annual meeting on December 4, 2025, at its Houston offices, where stockholders will vote on four key proposals. These include the election of six directors, the ratification of Baker Tilly US, LLP as the independent auditor for fiscal year ending June 30, 2026, an advisory vote on executive compensation, and a non-binding advisory vote on the frequency of future 'say-on-pay' votes, with the Board recommending an annual frequency. The company is utilizing a 'notice and access' method for proxy materials, distributing a notice of internet availability to street name stockholders around October 24, 2025, to reduce costs and environmental impact. Stockholders of record as of October 16, 2025, are eligible to vote. The Board unanimously recommends voting 'FOR' all proposals, including the re-election of current directors Myra C. Bierria, Edward J. DiPaolo, and William E. Dozier, who bring expertise in corporate governance, energy sector leadership, and financial acumen.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Evolution Petroleum, directly impacting investor confidence and executive accountability. The election of six directors, including experienced members like Edward J. DiPaolo with 25+ years at Halliburton, shapes the company's strategic direction and oversight in a competitive energy market. The advisory vote on executive compensation and its frequency provides a mechanism for stockholders to influence management incentives, potentially affecting long-term performance and alignment with shareholder interests. For employees and customers, stable and effective governance, as reflected in these votes, underpins the company's operational consistency and strategic growth in the dynamic oil and gas sector.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and auditor ratification, which are standard for public companies. There are no indications of significant financial distress, operational disruptions, or material changes in business strategy. The proposals are procedural, focusing on board composition and executive compensation oversight, which are typical annual meeting agenda items.

Analyst Insight

Investors should review the qualifications of the six director nominees and consider the Board's recommendation for annual 'say-on-pay' votes, as this frequency enhances accountability. Ensure your vote is cast by December 4, 2025, either by proxy or in person, especially if your shares are held in 'street name' to avoid broker non-votes on non-discretionary matters like director elections.

Key Numbers

Key Players & Entities

FAQ

When is Evolution Petroleum Corporation's 2025 annual meeting?

Evolution Petroleum Corporation's 2025 annual meeting is scheduled for Thursday, December 4, 2025, at 10:00 a.m. Central Time. It will be held at the Company's offices located at 1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079.

What are the key proposals to be voted on at the Evolution Petroleum annual meeting?

Stockholders will vote on four main proposals: the election of six directors, the ratification of Baker Tilly US, LLP as the independent auditor for fiscal year ending June 30, 2026, an advisory vote on executive compensation, and a non-binding advisory vote on the frequency of future 'say-on-pay' votes.

Who is eligible to vote at Evolution Petroleum's 2025 annual meeting?

Only stockholders of record at the close of business on October 16, 2025, the designated record date, are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof.

How does Evolution Petroleum recommend stockholders vote on the proposals?

The Board of Directors unanimously recommends that stockholders vote 'FOR' the election of each of the six director nominees, 'FOR' the ratification of Baker Tilly US, LLP, 'FOR' the approval of executive compensation, and 'FOR' the option of future advisory votes on executive compensation occurring every one year.

What is a 'broker non-vote' and how does it affect voting at Evolution Petroleum's meeting?

A 'broker non-vote' occurs when a broker or nominee does not have discretionary authority to vote on a particular matter and has not received timely instructions from the beneficial owner. For Evolution Petroleum, broker non-votes will be counted for quorum purposes but will not be counted as votes cast, thus having no effect on the outcome of non-discretionary matters like director elections or executive compensation votes.

How can Evolution Petroleum stockholders access proxy materials?

Evolution Petroleum is providing access to proxy materials over the internet. Stockholders can find the notice of the annual meeting, proxy statement, proxy card, and the annual report on Form 10-K for fiscal year ended June 30, 2025, online at www.proxyvote.com and on the Company's website at https://ir.evolutionpetroleum.com/financial-information/proxy-materials.

Who are some of the director nominees for Evolution Petroleum?

The six director nominees include Myra C. Bierria, age 53, who is the Senior Vice President and Chief Administrative Officer at Southern Company Gas; Edward J. DiPaolo, age 72, who served as a senior energy advisor at Kroll/Duff & Phelps Securities, LLC; and William E. Dozier, age 73, who has over 48 years of oil and gas industry experience and is President of Extex Consulting, Inc.

What is Evolution Petroleum's policy on director election voting?

Evolution Petroleum has adopted a majority voting policy for director elections. Any of the six nominees receiving a majority of votes cast will be elected, provided a quorum is present. If a nominee does not receive a majority, they must tender their resignation, which the Board can accept or reject within 60 days.

What is the role of Ryan Stash at Evolution Petroleum?

Ryan Stash serves as the Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary for Evolution Petroleum Corporation. He is also the contact person for stockholders planning to attend the annual meeting or requesting paper copies of proxy materials.

What is the quorum requirement for Evolution Petroleum's annual meeting?

Evolution Petroleum's bylaws state that the presence, in person or by proxy, of the holders of a majority of the 34,701,726 shares of common stock outstanding and entitled to vote constitutes a quorum. Proxies marked 'withhold authority' or 'abstain' and shares with broker non-votes are counted towards establishing a quorum.

Industry Context

Evolution Petroleum Corporation operates within the oil and gas industry, specifically focusing on the acquisition, production, and marketing of oil and gas properties. The industry is subject to significant price volatility, regulatory changes, and ongoing shifts towards energy transition, impacting exploration, production, and investment strategies.

Regulatory Implications

As a publicly traded oil and gas company, EPM is subject to SEC regulations for financial reporting and proxy solicitations, as well as environmental and operational regulations specific to the energy sector. Compliance with these regulations is crucial for maintaining investor confidence and operational continuity.

What Investors Should Do

  1. Vote on Director Elections: Stockholders should review the qualifications of the nominated directors and vote accordingly to ensure effective board governance.
  2. Ratify Independent Auditor: Approve the appointment of Baker Tilly US, LLP to maintain audit integrity for the fiscal year ending June 30, 2026.
  3. Advisory Vote on Executive Compensation: Consider the company's executive compensation practices and vote on the advisory resolution.
  4. Determine Say-on-Pay Frequency: Vote on the preferred frequency (annual, biennial, or triennial) for future advisory votes on executive compensation.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by a company when it is soliciting proxies from its shareholders for an annual or special meeting. (This document contains the official notice of the annual meeting and details on the proposals to be voted upon.)
Notice and Access
A method of delivering proxy materials where a notice of internet availability is sent to stockholders, directing them to online access for the full materials. (EPM is using this method to reduce costs and environmental impact associated with mailing physical proxy materials.)
Street Name
Shares of stock held in an account at a brokerage firm or bank on behalf of the beneficial owner, rather than being registered directly in the owner's name. (Stockholders holding shares in street name need to instruct their brokers on how to vote their shares.)
Say-on-Pay
A shareholder advisory vote on executive compensation, typically held annually. (EPM is seeking a non-binding advisory vote on executive compensation and the frequency of future say-on-pay votes.)
Ratify
To approve or confirm an action that has already been taken. (Stockholders are asked to ratify the appointment of Baker Tilly US, LLP as the independent auditor.)

Year-Over-Year Comparison

This filing pertains to the 2025 annual meeting, and specific comparative financial data against the previous year (fiscal year ended June 30, 2024) is not detailed within this proxy statement. However, the proxy materials are for the fiscal year ending June 30, 2025, and the company is seeking ratification of its auditor for the upcoming fiscal year ending June 30, 2026.

Filing Stats: 4,748 words · 19 min read · ~16 pages · Grade level 13 · Accepted 2025-10-23 16:15:42

Filing Documents

From the Filing

Evolution Petroleum Corp UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Evolution Petroleum Corp oration (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 1155 Dairy Ashford Road, Suite 425 Houston, Texas 77079 Dear Evolution Stockholders: You are cordially invited to attend the 2025 annual meeting of stockholders of Evolution Petroleum Corporation (the "Company," "we," "our," or "us"). The 2025 annual meeting will be held at the Company's offices at 1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079, commencing at 10:00 a.m. Central Time, on Thursday, December 4, 2025. If you plan to attend, please notify our Corporate Secretary, Ryan Stash, at info@evolutionpetroleum.com with "Annual Meeting" in the subject line. The notice of the annual meeting of stockholders and the proxy statement on the following pages cover the formal business of the annual meeting, which includes four items to be voted on by our stockholders. If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the annual meeting. If you do not instruct your broker on how to vote in the election of directors, the advisory vote to approve executive compensation, or the non-binding advisory vote on the frequency of the vote on say-on-pay of our named executive officers, your shares will not be voted on these matters. At the annual meeting, management will also report on the Company's current operations and will be available to respond to questions from stockholders. Recording devices will not be permitted in the annual meeting. We are providing access to our proxy materials over the internet. We are mailing to our stockholders in street name a notice of internet availability of proxy materials (the "notice and access") instead of a paper copy of our proxy statement, a proxy card and our 2025 annual report. The notice and access contain instructions on how to access those documents over the internet, as well as instructions on how to request a paper copy of our proxy materials. We believe the notice and access process will provide you with the information you need in a timely manner, lower the costs and reduce the environmental impact of our annual meeting. Whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. You are urged, therefore, to complete, sign, date and return the enclosed proxy card (or use telephone or internet voting procedures, if offered by your broker or bank as a nominee or agent), even if you plan to attend the annual meeting. Additional information is further explained in the proxy statement under "How Can I Vote?" Thank you for your investment in Evolution Petroleum Corporation. Sincerely, /s/ ROBERT S. HERLIN Robert S. Herlin Chairman of the Board Houston, Texas October 23, 2025 1155 Dairy Ashford Road, Suite 425 Houston, Texas 77079 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 4, 2025 To the Stockholders of Evolution Petroleum Corporation: You are hereby notified that the 2025 annual meeting of stockholders (the "annual meeting") of Evolution Petroleum Corporation, a Nevada corporation (the "Company"), will be held on Thursday, December 4, 2025, commencing at 10:00 a.m. Central Time, at the Company's principal executive offices at 1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079. The annual meeting will be held for the following purposes: 1) to elect six directors to our Board of Directors, each to serve until the 2026 annual meeting of stockholders or until their successor is elected and qualified; 2) to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; 3) to approve, on an advisory basis, the compensation paid to our named executive officers; 4) to determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years; and 5) to transact such other business as may properly come bef

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