EMPIRE PETROLEUM CORP

DEF 14A 1 empire-prox_19052.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. )

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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

Dear Fellow Stockholders,

On behalf of Empire’s Board of Directors and management team, we are pleased to invite you to our Annual Meeting of Stockholders on June 17, 2026.

The accompanying Proxy Statement contains important information regarding the proposals to be voted on, including the election of three directors, the ratification of Grant Thornton LLP as our independent registered public accounting firm for 2026, a non-binding advisory vote to approve the compensation of our named executive officers and a binding vote to approve the Company’s 2026 equity incentive plan. Whether or not you plan to attend the meeting, we encourage you to vote your shares in advance, so your voice is represented.

We remain committed to high standards of corporate governance, transparency, and accountability. The Board works closely with management to provide oversight of strategy execution, capital allocation, and risk management, including navigating market volatility and operational risk, while maintaining a clear focus on long-term planning and sustainable value creation. We appreciate the continued engagement and trust of our stockholders and remain focused on effective oversight and thoughtful decision-making in fulfillment of the Board’s responsibilities to our stockholders.

To our employees, thank you for your continued dedication and contributions, which are integral to Empire’s success. To our stockholders, we value your ongoing support and confidence. We look forward to updating you on our performance, priorities, and outlook at the Annual Meeting and respectfully request your support for the proposals presented in this Proxy Statement.

Sincerely,

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 20, 2026.

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 2026 Annual Meeting of Stockholders to be Held on June 17, 2026: Stockholders may view the accompanying proxy statement, our form of proxy and our 2025 Annual Report to Stockholders over the Internet by accessing our website athttps://empirepetroleumcorp.com.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 17, 2026

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 17, 2026, 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 30, 2026, to stockholders of record on April 20, 2026.

Holders of record of our Common Stock (the “Common Stock”) at the close of business on the record date, April 20, 2026, will be entitled to notice of, and to vote at, the Annual Meeting. As of April 20, 2026, there were 39,779,537 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 2026 Stock and Incentive Compensation Plan Page 12