PEDEVCO Corp Elects New Directors, Adjusts Executive Pay
Ticker: PED · Form: 8-K · Filed: Dec 11, 2024 · CIK: 1141197
| Field | Detail |
|---|---|
| Company | Pedevco Corp (PED) |
| Form Type | 8-K |
| Filed Date | Dec 11, 2024 |
| Risk Level | low |
| Pages | 7 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.001, $350,000, $280,000, $100,000, $250,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
TL;DR
PEDEVCO adds 2 directors, inks new pay deals for CEO & CFO.
AI Summary
On December 7, 2024, PEDEVCO CORP. announced changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Mr. David M. Hall and Mr. David L. Stover, to its board. Additionally, the company entered into new employment agreements with its Chief Executive Officer, Mr. Frank C. Ingriselli, and its Chief Financial Officer, Mr. Steven J. Wilson, effective December 7, 2024.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and management's confidence in future performance.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance changes and executive compensation adjustments, with no immediate financial distress or significant operational shifts indicated.
Key Players & Entities
- PEDEVCO CORP. (company) — Registrant
- David M. Hall (person) — Newly elected director
- David L. Stover (person) — Newly elected director
- Frank C. Ingriselli (person) — CEO and party to new employment agreement
- Steven J. Wilson (person) — CFO and party to new employment agreement
- December 7, 2024 (date) — Effective date of board changes and employment agreements
FAQ
Who were the new directors elected to PEDEVCO Corp.'s board?
PEDEVCO Corp. elected Mr. David M. Hall and Mr. David L. Stover as new directors.
When were the new board appointments and executive employment agreements effective?
The new board appointments and executive employment agreements were effective as of December 7, 2024.
What positions do Frank C. Ingriselli and Steven J. Wilson hold at PEDEVCO Corp.?
Frank C. Ingriselli is the Chief Executive Officer and Steven J. Wilson is the Chief Financial Officer of PEDEVCO Corp.
What type of filing is this for PEDEVCO Corp.?
This is a Form 8-K, a current report filed with the SEC.
What are the primary items disclosed in this 8-K filing?
The filing discloses the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, along with other events.
Filing Stats: 2,209 words · 9 min read · ~7 pages · Grade level 10.3 · Accepted 2024-12-11 08:09:44
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value per share PED NYSE Americ
- $350,000 — ases Mr. Schick's annual base salary to $350,000 in connection with this promotion, all
- $280,000 — January 1, 2025, at an annual salary of $280,000, with a discretionary annual cash bonus
- $100,000 — rent salary, a guaranteed cash bonus of $100,000 payable in January 2025, and, subject t
- $250,000 — icted Company Common Stock equal to (x) $250,000 divided by (y) the then-current fair ma
Filing Documents
- ped_8k.htm (8-K) — 45KB
- ped_ex103.htm (EX-10.3) — 10KB
- ped_ex104.htm (EX-10.4) — 32KB
- ped_ex991.htm (EX-99.1) — 16KB
- ped_ex104img1.jpg (GRAPHIC) — 3KB
- 0001654954-24-015372.txt ( ) — 251KB
- ped-20241207.xsd (EX-101.SCH) — 6KB
- ped-20241207_lab.xml (EX-101.LAB) — 14KB
- ped-20241207_cal.xml (EX-101.CAL) — 1KB
- ped-20241207_pre.xml (EX-101.PRE) — 9KB
- ped-20241207_def.xml (EX-101.DEF) — 2KB
- ped_8k_htm.xml (XML) — 4KB
01 Other Events
Item 8.01 Other Events. On the December 11, 2024, the Company issued a press release announcing the appointment of Mr. Schick to the office of President and Chief Executive Officer and to the Company's Board of Directors, the appointment of Dr. Kukes as Executive Chairman of the Board, and the appointment of Mr. Jody Crook as the Company's new Chief Commercial Officer, among other things. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. 3
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits . (d) Exhibits. Exhibit No. Description 10.1 Offer Letter with J. Douglas Schick as President dated August 1, 2018** (Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by PEDEVCO Corp. with the Securities and Exchange Commission on August 1, 2018, and incorporated by reference herein). 10.2 Amendment No. 1 to Offer Letter, effective April 1, 2020, entered into by and between J. Douglas Schick and PEDEVCO Corp.** (Filed as Exhibit 10.5 to the Current Report on Form 8-K filed by PEDEVCO Corp. with the Securities and Exchange Commission on March 31, 2020, and incorporated by reference herein). 10.3# Amendment No. 2 to Offer Letter between PEDEVCO Corp. and J. Douglas Schick, dated December 9, 2024** 10.4# Offer Letter with Jody Crook dated December 8, 2024** 99.1* Press Release dated December 11, 2024 104 Inline XBRL for the cover page of this Current Report on Form 8-K # Filed herewith. * Furnished herewith. ** Indicates management contract or compensatory plan or arrangement. 4 The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Forward-Looking Statements
Forward-Looking Statements The press release furnished as Exhibit 99.1 , to this Current Report on Form 8-K, contains forward-looking statements within the safe harbor provisions under the federal securities laws, including The Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company's current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company's other filings with the Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements. These statements also involve known and unknown risks, which may cause the results of the Company and its subsidiaries to be materially different than those expressed or implied in such statements, as described in greater detail in the press release furnished as Exhibit 99.1 . Accordingly, readers should not place undue reliance on any forward-looking statements. Forward-looking statements may include comments as to the Company's beliefs and expectations as to future financial performance, events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the Company's control. More information on potential factors that could affect the Company's financial results is included from time to time in the " Cautionary Note Regarding Forward-Looking Statements, " " Risk Factors " and " Management's Discussion and Analysis of Financial Condition and Results of Operations " sections of the Company's periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, filed with the SEC and available at www.sec.gov and the Company's website at https://www.PEDEVCO.com/ped/sec_filings , and specifically including the Company's Annual Report on Form 10-K for the year ended Dec
SIGNATURES
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. PEDEVCO CORP. Date: December 11, 2024 By: /s/ Dr. Simon G. Kukes Dr. Simon G. Kukes Chief Executive Officer 6