PEDEVCO CORP Files 2024 Proxy Statement

TL;DR

PEDEVCO CORP DEF 14A filed. Get ready for shareholder votes.

AI Summary

PEDEVCO CORP filed its definitive proxy statement (DEF 14A) on July 12, 2024, for its fiscal year ending December 31, 2023. The filing pertains to the company's annual meeting and provides information regarding its operations in crude petroleum and natural gas extraction.

Why It Matters

This filing is crucial for shareholders as it outlines important corporate governance matters, executive compensation, and proposals to be voted on at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain new material financial information or significant corporate events that would inherently increase risk.

Key Numbers

• 20240712 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
• 20240829 — Report Date (The period the proxy statement is reporting on.)
• 2023-12-31 — Fiscal Year End (The end date of the company's most recent fiscal year.)

Key Players & Entities

• PEDEVCO CORP (company) — Registrant
• 0001141197 (company) — Central Index Key
• 223755993 (company) — IRS Number
• TX (company) — State of Incorporation
• 77079 (company) — Zip Code
• 855-733-3826 (company) — Business Phone
• BLAST ENERGY SERVICES, INC. (company) — Former Company Name
• VERDISYS INC (company) — Former Company Name

FAQ

Filing Documents

• ped_def14a.htm (DEF 14A) — 716KB
• ped_def14aimg31.jpg (GRAPHIC) — 1KB
• ped_def14aimg33.jpg (GRAPHIC) — 1KB
• ped_def14aimg32.jpg (GRAPHIC) — 1KB
• ped_def14aimg35.jpg (GRAPHIC) — 4KB
• ped_def14aimg20.jpg (GRAPHIC) — 5KB
• ped_def14aimg19.jpg (GRAPHIC) — 7KB
• ped_def14aimg18.jpg (GRAPHIC) — 5KB
• ped_def14aimg17.jpg (GRAPHIC) — 26KB
• ped_def14aimg16.jpg (GRAPHIC) — 25KB
• ped_def14aimg15.jpg (GRAPHIC) — 5KB
• ped_def14aimg14.jpg (GRAPHIC) — 5KB
• ped_def14aimg13.jpg (GRAPHIC) — 5KB
• ped_def14aimg34.jpg (GRAPHIC) — 1KB
• 0001654954-24-008896.txt ( ) — 1525KB
• ped-20231231.xsd (EX-101.SCH) — 6KB
• ped-20231231_lab.xml (EX-101.LAB) — 11KB
• ped-20231231_cal.xml (EX-101.CAL) — 1KB
• ped-20231231_pre.xml (EX-101.PRE) — 7KB
• ped-20231231_def.xml (EX-101.DEF) — 2KB
• ped_def14a_htm.xml (XML) — 208KB

Security Ownership of Management and Certain Beneficial Owners and Management

Security Ownership of Management and Certain Beneficial Owners and Management 8 Changes in Control 10 CORPORATE GOVERNANCE 11 Board Leadership Structure 11 Risk Oversight 11 Family Relationships 12 Other Directorships 12 Arrangements Between Officers and Directors 12 Involvement in Certain Legal Proceedings 12 Meetings of the Board of Directors and Annual Meetings 13 Committees of the Board 13 Audit Committee 13 Compensation Committee 14 Compensation Committee Interlocks and Insider Participation 14 Nominating and Corporate Governance Committee 15 Outside Advisors 15 Controlled Company Status 15 Stockholder Communications with the Board of Directors 16 Executive Sessions of the Board of Directors 16 vi Table of Contents Director Independence 16 Website Availability of Documents 16 Pledging of Shares 16 Insider Trading/Anti-Hedging Policies 17 Rule 10b5-1 Trading Plans 17 Policy on Equity Ownership 17 Compensation Recovery and Clawback Policies 17 Code of Ethics 17 Report of Audit Committee 18 AUDIT COMMITTEE REPORT 19 EXECUTIVE OFFICERS 20

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21 Summary Compensation Table 21 Outstanding Equity Awards at Fiscal Year-End 22 Issuances of Equity to Executive Officers and Greater than 5% stockholders 23 Compensation of Directors 26 Securities Authorized for Issuance Under Equity Compensation Plans 27 Pay Versus Performance 28 Relationship Between "Compensation Actually Paid" and Performance 32 Compensation Actually Paid and Net Loss 32 Compensation Actually Paid and Cumulative TSR 32 Equity Compensation Plan Information 33 Say on Pay Vote 37 Agreements with Current Named Executive Officers 37 2024 Salary Increases 40 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 40 Related Transactions 40 Review, Approval and Ratification of Related Party Transactions 41 DELINQUENT SECTION 16(A) REPORTS 41 PROPOSAL 1 – ELECTION OF DIRECTORS 42 Nominees for Appointment to the Board of Directors 42 Director Qualifications 44 Vote Required 44 PROPOSAL 2– RATIFICATION OF APPOINTMENT OF AUDITORS 45 Audit Fees 45 Pre-Approval Policies 46 Vote Required 46 PROPOSAL 3 – AMENDMENT TO PEDEVCO 2021 EQUITY INCENTIVE PLAN 46 ADDITIONAL INFORMATION AND MATTERS 53 Stockholder Proposals for 2025 Annual Meeting of Stockholders and 2025 Proxy Materials 53 Proxy Statement Proposals 53 Other Proposals and Nominations 53 Where You Can Find More Information 54 Stockholder Advisory Votes 54 Important Notice Regarding Delivery of Stockholder Documents 55 Availability of Annual Report on Form 10-K 55 Other Matters 55 Interest of Certain Persons in or Opposition to Matters to Be Acted Upon: 55 Company Contact Information 55 vii Table of Contents Appendix A – First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan viii Table of Contents PEDEVCO CORP. PROXY STATEMENT FOR 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION PEDEVCO Corp. (" PEDEVCO, " " we, " " us ", " our

View Full Filing

View this DEF 14A filing on SEC EDGAR