EMPIRE PETROLEUM CORP

DEF 14A 1 empire-prox_18824.htm EMPIRE PETROLEUM CORPORATION - DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Empire Petroleum 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 all boxes that apply):

☒ 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

Group2018 Proxy Statement Notice of Annual Meeting of Stockholders to be held on May 16, 2018

LETTER FROM THE CHAIRMAN OF THE BOARD

TO OUR STOCKHOLDERS

On behalf of Empire’s Board of Directors, I am pleased to invite you to our Annual Meeting of Stockholders on June 14, 2024. The attached Proxy Statement contains important information about the business to be conducted at the Annual Meeting. Whether or not you plan to attend, we encourage you to vote your proxy as soon as possible so that your shares will be represented at the meeting.

This year we will vote on the election of three directors and the ratification of Grant Thornton LLP’s selection as the company’s independent registered public accounting firm for 2024. We will also conduct a non-binding advisory vote to approve the compensation of the company’s named executive officers and a binding vote to approve the company’s 2024 equity incentive plan. In addition, management will provide a report on the company’s business and stockholders will have an opportunity to ask questions.

We see 2024 as a sound inflection point for our production growth, based on solid technical achievements and production understanding. We believe that by year end, Empire will be in the strongest shape in company history.

Thank you for your continued support of Empire.

Phil E. Mulacek

Chairman, Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF EMPIRE PETROLEUM CORPORATION

AGENDA:

**Record Date:**You can vote if you were a stockholder of record on April 22, 2024.

Your vote is important regardless of the number of shares you own. Whether or not you expect to attend the meeting, we hope you will take the time to vote your shares. If you are a stockholder of record, you may vote over the Internet, by telephone or by completing and mailing the enclosed proxy card in the envelope provided. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

By Order of the Board of Directors,

Michael R. Morrisett

President, Chief Executive Officer

and Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on June 14, 2024: Stockholders may view the accompanying proxy statement, our form of proxy and our 2023 Annual Report to Stockholders over the Internet by accessing our website at https://empirepetroleumcorp.com.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 14, 2024

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Empire Petroleum Corporation, a Delaware corporation (the “Company,” “Empire,” “we,” “our” or “us”), of proxies to be voted at the Annual Meeting of Stockholders to be held on June 14, 2024, or at any adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting. This proxy statement and accompanying proxy were first sent on or about April 29, 2024, to stockholders of record on April 22, 2024.

Holders of record of our Common Stock (the “Common Stock”) at the close of business on the record date, April 22, 2024, will be entitled to notice of, and to vote at, the Annual Meeting. As of April 22, 2024, there were 29,755,906 shares of our Common Stock outstanding. Each share of Common Stock is entitled to one vote. There are no other classes of stock outstanding other than the Series A Voting Preferred Stock, which is not entitled to vote at the Annual Meeting. There is no cumulative voting with respect to the election of directors.

For more information about this solicitation and voting, please see the Questions and Answers section below.

Proposal 3 — Approval of the Empire Petroleum Corporation 2024 Stock and Incentive Compensation Plan Page 12