Riley Exploration Permian, Inc.

DEF 14A 1 ny20023811x1_def14a.htm DEF 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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Riley Exploration Permian, Inc.

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MESSAGE FROM OUR CHAIRMAN

Dear Fellow Stockholders:

On behalf of the Board of Directors of Riley Exploration Permian, Inc. (“Riley Permian”), we are pleased to invite you to our 2024 Annual Meeting of Stockholders, which will take place on Friday, May 10, 2024 at 10:00 a.m. Central Time. We are filing the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describes information about Riley Permian, that you should consider when you vote for the proposals in conjunction with our upcoming annual meeting.

Our 2024 annual meeting will be conducted entirely on a virtual platform as further described in this proxy statement. Your vote is important to us, and whether or not you can virtually attend our Annual Meeting of Stockholders, we urge you to review the accompanying materials, vote and submit your proxy as promptly as possible to ensure the presence of a quorum for our annual meeting.

Riley Permian experienced a transformational year in 2023. Our success over the past year is a result of our disciplined operating strategy, our asset portfolio, and our excellent financial position, which have enabled us to provide cash returns to our stockholders in the form of increased quarterly dividends. Our operational and financial performance was driven by a number of factors, the most significant being the Company’s acquisition of New Mexico assets from Pecos Oil & Gas, LLC that we closed in April 2023 (the “Pecos Transaction”). The acquisition of these assets in the Permian Basin was immediately accretive and substantially increased our size and scale, lowered our overall cost structure, and materially increased our drilling inventory and capital efficiency of our low cost, high rate-of-return investment opportunities. Our commitments to strategic acquisitions and investments in our legacy assets have resulted in significant increases in our drilling inventory and also expanded our lower-cost operating platform.

Our efforts in 2024 remain squarely focused on strengthening of our balance sheet, reducing debt and returning cash to our stockholders in the form of quarterly dividends. Our enhanced flexibility and improved capital efficiency are critical as we continue to execute our value driven strategy. In support of this focus, we will continue to invest in the development of our high rate-of-return inventory to maintain or slightly grow our production and drive further operational efficiencies in the business. We will also continue to evaluate and pursue opportunities to increase stockholder value through accretive balance sheet enhancing acquisitions. We believe our value focused, proven strategy retains the discipline and flexibility necessary to manage the risks associated with ongoing price volatility and should position the Company to return capital to our stockholders in the future.

Sincerely,

Bobby D. Riley

Chairman of the Board of Directors and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2024

TO OUR STOCKHOLDERS:

Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Riley Exploration Permian, Inc. (“Riley Permian” or the “Company”) has been called for and will be held in a virtual-only format via live webcast on Friday, May 10, 2024 at 10:00 a.m. Central Time. The manner for any stockholder wishing to participate in the virtual Annual Meeting is set out in detail in the proxy statement (“Proxy Statement”) accompanying this Notice.

The Annual Meeting is being held for these purposes:

Our Board has fixed the close of business on April 10, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote during the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote during the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our offices for 10 calendar days prior to the Annual Meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE LIVE WEBCAST OF THE ANNUAL MEETING, STOCKHOLDERS ARE ENCOURAGED TO VOTE AND SUBMIT THEIR PROXIES IN ADVANCE OF THE MEETING VIA THE INTERNET ATHTTP://WWW.CSTPROXYVOTE.COM USING INSTRUCTIONS ON THE PROXY CARD. YOU MAY ALSO VOTE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD BY MAIL.

Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding Riley Permian’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in Riley Permian’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of Riley Permian’s Annual Report on Form 10-K for the year ended December 31, 2023. We assume no obligation to update any of these forward-looking statements.

Additional Materials: The Proxy Statement includes website addresses and references to additional materials found on those websites, including our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2023. These websites and materials are not incorporated by reference herein.

This Notice of Annual Meeting and Proxy Statement along with the form of proxy card and the Company’s Annual Report on Form 10-K and Form 10-K/Afor the year ended December 31, 2023 will be available online athttps://www.cstproxy.com/rileypermian/2024 on the first day these materials are mailed to stockholders which is anticipated to be April 23, 2024.

As used in this Proxy Statement, unless otherwise noted or the context otherwise requires, we refer to Riley Exploration Permian, Inc., together with its consolidated subsidiaries, as “we,” “us,” “our,” “Riley Permian,” or the “Company”.

This Proxy Statement includes certain terms commonly used in the oil and natural gas industry, which are defined under the heading “Terms and Definitions” in our Annual Report accompanying this Proxy Statement.

RILEY EXPLORATION PERMIAN, INC. PROXY STATEMENT

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