PrimeEnergy Resources Corp. Schedules 2024 Annual Meeting of Stockholders

TL;DR

<b>PrimeEnergy Resources Corporation will hold its Annual Meeting of Stockholders on June 5, 2024, to elect directors.</b>

AI Summary

PRIMEENERGY RESOURCES CORP (PNRG) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. The Annual Meeting of Stockholders for PrimeEnergy Resources Corporation will be held on June 5, 2024, at 9:00 a.m. CDT in Houston, Texas. The primary purpose of the meeting is to elect five director nominees, each to serve until the next annual meeting. The Board of Directors has set April 10, 2024, as the record date for determining stockholders entitled to notice and voting rights. Stockholders are requested to return their proxy forms if they cannot attend in person. The proxy statement is filed under Schedule 14A and is a definitive proxy statement.

Why It Matters

For investors and stakeholders tracking PRIMEENERGY RESOURCES CORP, this filing contains several important signals. This filing is a routine proxy statement, indicating standard corporate governance procedures are being followed. The election of directors is a critical step in corporate governance, allowing shareholders to influence the company's leadership and strategic direction.

Risk Assessment

Risk Level: low — PRIMEENERGY RESOURCES CORP shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, which typically contains standard disclosures and does not present new material risks.

Analyst Insight

Review the director nominees and any proposals to be voted on at the June 5, 2024, Annual Meeting to make an informed voting decision.

Key Numbers

• 5 — Director Nominees (To be elected at the Annual Meeting)
• June 5, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• April 10, 2024 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• PRIMEENERGY RESOURCES CORP (company) — Registrant
• June 5, 2024 (date) — Date of Annual Meeting
• April 10, 2024 (date) — Record date for stockholders
• Virginia M. Forese (person) — Corporate Secretary

FAQ

Industry Context

PrimeEnergy Resources Corporation operates in the crude petroleum and natural gas industry.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand any proposals to be voted on at the Annual Meeting.
3. Ensure your proxy is submitted or attend the meeting in person to vote.

Key Dates

• 2024-06-05: Annual Meeting of Stockholders — Election of directors and transaction of other business.
• 2024-04-10: Record Date — Determines stockholders eligible to vote at the meeting.
• 2024-04-19: Filing Date — Date the DEF 14A proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is a standard DEF 14A filing for an annual meeting, indicating no significant changes from previous filings of this type.

Key Financial Figures

• $92.00 — hild in a private resale transaction at $92.00 per share, for total proceeds of $1,656
• $1,656,000 — $92.00 per share, for total proceeds of $1,656,000. ELECTION OF DIRECTORS [PROPOSAL NO.

Filing Documents

• pnrg20240417_def14a.htm (DEF 14A) — 226KB
• pc01.jpg (GRAPHIC) — 73KB
• pc02.jpg (GRAPHIC) — 71KB
• pc03.jpg (GRAPHIC) — 54KB
• pc04.jpg (GRAPHIC) — 64KB
• 0001437749-24-012472.txt (&nbsp;) — 588KB

From the Filing

DEF 14A 1 pnrg20240417_def14a.htm FORM DEF 14A pnrg20240417_def14a.htm Table of Contents 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 Pursuant to 240.14a-12 PRIMEENERGY RESOURCES CORPORATION (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 14a-6(i)(1) and 0-11 Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF PrimeEnergy Resources Corporation TO BE HELD ON June 5, 2024 Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of PrimeEnergy Resources Corporation (the "Company") will be held on Wednesday, June 5, 2024, at 9:00 a.m., CDT, at the offices of the Company at 9821 Katy Freeway, Houston, Texas 77024, for the following purposes: 1. To elect the five (5) director nominees named in this proxy statement, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal; 2. To transact such other business as may properly be brought before the Meeting or at any adjournment or postponement thereof. The Meeting may be adjourned or postponed from time to time without other notice than by announcement at the Meeting, or at any adjournment or postponement thereof, and any and all business for which the Meeting is hereby noticed may be transacted at any such adjournment or postponement. The Board of Directors has fixed April 10, 2024, as the date for the taking of a record of the stockholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Enclosed is a form of proxy solicited by the Board of Directors of the Company. Stockholders who do not plan to attend the Meeting in person are requested to date, sign and return the enclosed proxy in the enclosed self-addressed envelope, to which no postage need be affixed if mailed in the United States. Your proxy may be revoked at any time before it is exercised and will not be used if you attend the Meeting and prefer to vote in person. BY ORDER OF THE BOARD OF DIRECTORS /S/ VIRGINIA M. FORESE Virginia M. Forese Corporate Secretary April 19, 2024 Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 5, 2024 The proxy statement and other proxy materials for this Annual Meeting and the Company's 2023 Annual Report to Stockholders are available at www.proxydocs.com/PNRG Table of Contents PROXY STATEMENT TABLE OF CONTENTS GENERAL INFORMATION 1 Matters To Be Voted On At The Annual Meeting 1 Vote Required 1 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3 ELECTION OF DIRECTORS PROPOSAL NO. 1 4 Director Nominees 4 CORPORATE GOVERNANCE 6 Board Independence and Composition 6 Board Leadership 6 The Board ' s Role in Risk Oversight 6 Board Meetings 6 Board Attendance at Annual Meeting 6 Committees of the Board 6 Executive Committee 7 Audit Committee 7 Compensation Committee 7 The Board as Nominating Committee 7 Executive And Director Compensation 8 Compensation Overview 8 Summary Compensation Table 9 Outstanding Equity Awards at Fiscal Year-end 10 Director Compensation 10 Pay Versus Performance 11 AUDIT COMMITTEE REPORT 12 CODE OF BUSINESS CONDUCT AND ETHICS 12 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE INDEPENDENT PUBLIC ACCOUNTANTS – FEES AND SERVICES 12 STOCKHOLDERS ' PROPOSALS AND NOMINATIONS 13 COMMUNICATIONS WITH THE BOARD OF DIRECTORS 13 ANNUAL REPORT AND FINANCIAL STATEMENTS Table of Contents PrimeEnergy Resources Corporation 9821 Katy Freeway Houston, Texas 77024 PROXY STATEMENT Solicitation by the Board of Directors of Proxies from Stockholders for Annual Meeting of Stockholders June 5, 2024 GENERAL INFORMATION The Board of Directors of PrimeEnergy Resources Corporation, a Delaware corporation (hereinafter called the "Company") solicits your proxy in the enclosed form which, if you do not plan to attend the Annual Meeting of Stockholders of the Company (the "Annual Meeting") on Wednesday, June 5, 2024, you are requested to fill out, sign as indicated and return to the Company in the enclosed self-addressed en

View Full Filing

View this DEF 14A filing on SEC EDGAR