US Energy Corp Files DEF 14A Proxy Statement

TL;DR

<b>US Energy Corp has filed its DEF 14A proxy statement detailing corporate governance and executive compensation information.</b>

AI Summary

US ENERGY CORP (USEG) filed a Proxy Statement (DEF 14A) with the SEC on April 17, 2024. US Energy Corp filed a DEF 14A proxy statement on April 17, 2024. The filing covers the period ending May 17, 2024. The company's principal executive offices are located in Houston, TX. US Energy Corp was formerly known as Western States Mining Inc. The SIC code for the company is 1311 (Crude Petroleum & Natural Gas).

Why It Matters

For investors and stakeholders tracking US ENERGY CORP, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions. The DEF 14A provides insights into the company's operational and financial performance, as well as its strategic direction.

Risk Assessment

Risk Level: — US ENERGY CORP shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than an event-driven situation.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions in the DEF 14A to make informed voting decisions.

Key Players & Entities

• US ENERGY CORP (company) — FILER
• WESTERN STATES MINING INC (company) — FORMER COMPANY
• HOUSTON (location) — BUSINESS ADDRESS CITY
• TX (location) — BUSINESS ADDRESS STATE
• WY (location) — STATE OF INCORPORATION

FAQ

Industry Context

US Energy Corp operates in the Crude Petroleum & Natural Gas industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, which governs the reporting requirements for public companies.

What Investors Should Do

1. Review the executive compensation tables for named executive officers.
2. Examine proposals to be voted on by shareholders.
3. Understand the company's governance practices outlined in the filing.

Key Dates

• 2024-04-17T00:00:00.000Z: Filing Date — Filing of DEF 14A
• 2024-05-17T00:00:00.000Z: Reporting Period End — Period covered by the proxy statement

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding annual meetings and executive compensation.

Filing Documents

• useg20240314_def14a.htm (DEF 14A) — 673KB
• a01.jpg (GRAPHIC) — 5KB
• comp.jpg (GRAPHIC) — 38KB
• netlosscharta.jpg (GRAPHIC) — 36KB
• useg20240314_def14aimg003.jpg (GRAPHIC) — 51KB
• useg20240314_def14aimg004.jpg (GRAPHIC) — 58KB
• 0001437749-24-012337.txt (&nbsp;) — 1737KB
• useg-20231231.xsd (EX-101.SCH) — 7KB
• useg-20231231_def.xml (EX-101.DEF) — 9KB
• useg-20231231_lab.xml (EX-101.LAB) — 19KB
• useg-20231231_pre.xml (EX-101.PRE) — 9KB
• useg20240314_def14a_htm.xml (XML) — 118KB

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS 6 INCORPORATION BY REFERENCE 6 CORPORATE GOVERNANCE 7 BOARD LEADERSHIP STRUCTURE 7 COMMITTEES OF THE BOARD 7 DIRECTOR INDEPENDENCE 7 MEETINGS OF THE BOARD 8 FAMILY RELATIONSHIPS AMONGST DIRECTORS AND OFFICERS 8 ATTENDANCE AT ANNUAL MEETINGS BY DIRECTORS 8 EXECUTIVE SESSIONS OF THE BOARD OF DIRECTORS 8 COMMUNICATIONS FROM STOCKHOLDERS TO THE BOARD 8 AUDIT COMMITTEE 8 COMPENSATION COMMITTEE 9 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 10 NOMINATING COMMITTEE 10 RISK OVERSIGHT 11 COMPENSATION RISK ASSESSMENT 11 ARRANGEMENTS BETWEEN OFFICERS AND DIRECTORS 12 OTHER DIRECTORSHIPS 12 INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS 12 POLICY ON EQUITY OWNERSHIP 12 ANTI-HEDGING POLICIES 12 COMPENSATION RECOVERY AND CLAWBACK POLICIES 13 CODE OF CONDUCT 13 BOARD DIVERSITY MATRIX 13 WEBSITE AVAILABILITY OF DOCUMENTS 14 NOMINATING AND VOTING AGREEMENT AND BOARD APPOINTMENT RIGHTS 14 PRINCIPAL HOLDERS OF VOTING SECURITIES AND OWNERSHIP BY OFFICERS AND DIRECTORS 16

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 16 CHANGE OF CONTROL 19 iii Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS 19 REPORT OF THE AUDIT COMMITTEE 20 EXECUTIVE AND DIRECTOR COMPENSATION 21 SUMMARY COMPENSATION TABLE 21 PAY VERSUS PERFORMANCE 22 RELATIONSHIP BETWEEN "COMPENSATION ACTUALLY PAID" AND PERFORMANCE 24 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 25 EMPLOYMENT AGREEMENTS 25 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 28 DIRECTORS COMPENSATION 30 COMPENSATION RISK ASSESSMENT 30 EQUITY COMPENSATION PLAN INFORMATION 31 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 FAMILY EMPLOYMENT 33 RELATED PERSON TRANSACTION POLICY 33 RELATED PARTY TRANSACTIONS 34 NOMINATING AND VOTING AGREEMENT. 34 INDEMNIFICATION AGREEMENTS 34 DELINQUENT SECTION 16(A) REPORTS 34 PROPOSAL 1: ELECTION OF DIRECTORS 35 DIRECTORS 35 BUSINESS EXPERIENCE OF DIRECTORS 36 DIRECTOR NOMINEES 36 CONTINUING DIRECTORS 37 BOARD RECOMMENDATION 38 PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS 39 DISMISSAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 39 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 39 PRINCIPAL ACCOUNTING FEES AND SERVICES 39 RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS 39 BOARD RECOMMENDATION 39 PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 40 GENERAL INFORMATION 40 BOARD RECOMMENDATION 40 ADDITIONAL FILINGS 40 DOCUMENTS INCORPORATED BY REFERENCE 41 OTHER MATTERS 41 INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON 41 COMPANY CONTACT INFORMATION 41 iv Table of Contents U.S. ENERGY CORP. 1616 Voss, Suite 725 Houston, TX 77057 PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 17, 2024 This proxy statement (" Proxy Statement ") is provided in connection with a

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS We do not assume any obligation to update information contained in this document, except as required by federal securities laws. Although this Proxy Statement may remain available on our website or elsewhere, its continued availability does not indicate that we are reaffirming or confirming any of the information contained herein. Neither our website nor its contents are a part of this Proxy Statement. Our business results are subject to a variety of risks, including those considerations or risks that are reflected as " Risk Factors " in our 2023 Annual Report on Form 10-K, as well as elsewhere in our filings with the SEC. If any of these considerations or risks materialize, our expectations (or underlying assumptions) may change or not be realized and our performance may be adversely affected. Therefore, you should not rely unduly on any forward-looking statements. Website links included in this Proxy Statement are for convenience only. The content in any website links included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement. INCORPORATION BY REFERENCE To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended (the " Securities Act "), or the Secu

View Full Filing

View this DEF 14A filing on SEC EDGAR