Riley Exploration Permian, Inc.
For the period ended May 9, 2025. Filed Apr 14, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 9, 2025 · Filed Apr 14, 2025
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SCHEDULE 14A INFORMATION
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 |
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| ☐ | Confidential for Use of Commission Only |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Materials Pursuant to §240.14a-11(c) or §240.14a-12 |
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Riley Exploration Permian, Inc.
(Name of Registrant as Specified in its Charter)
(Name of person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box)
| ☒ | No Fee Required |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14A-6(i)(4) and O-11. |
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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 2025 Annual Meeting of Stockholders, which will take place on Friday, May 9, 2025, at 9:00 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 2025 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 an exceptional year in 2024 by many measures. Our company performance underscores the capital efficiency of our asset base and the result of past infrastructure investments. We grew production volumes year-over-year while reducing capital expenditures. We grew cash flow from operations while reinvesting less than half of our cash flow into our upstream business, which allowed for excess cash for debt paydown, dividends, and additional investments. We completed an upstream asset acquisition, began new initiatives in midstream and expanded the scope of our joint venture in power.
We're committed to building long-term value through disciplined capital allocation, strategic investments and operational excellence. We believe our recent initiatives position us for sustained growth and long-term success.
We appreciate your interest in Riley Permian. Thank you for your support.
Sincerely,
Bobby Riley
Chairman of the Board of Directors and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 2025
TO OUR STOCKHOLDERS:
Notice is hereby given that the 2025 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 9, 2025, at 9:00 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:
| (1) | the election of the six (6) directors named in the Proxy Statement to our Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders; |
| (2) | the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| (3) | advisory vote on the frequency of future advisory votes to approve the compensation of Named Executive Officers; and |
| (4) | the transacting of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. |
Our Board has fixed the close of business on March 18, 2025 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, 2024. 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 for the year ended December 31, 2024. 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 for the year ended December 31, 2024 will be available online athttps://www.cstproxy.com/rileypermian/2025 on the first day these materials are mailed to stockholders which is anticipated to be on or about April 14, 2025.
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.
| Oklahoma City, OK Dated: April 14, 2025 | By Order of the Board of Directors, General Counsel, Director and Corporate Secretary |
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RILEY EXPLORATION PERMIAN, INC. PROXY STATEMENT
TABLE OF CONTENTS
| MESSAGE FROM OUR CHAIRMAN | 1 | |
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| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 2 | |
| PROXY STATEMENT SUMMARY | 7 | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 9 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 13 | |
| General | 13 | |
| Director Nominees and Board Recommendation | 13 | |
| CORPORATE GOVERNANCE | 18 | |
| Corporate Governance Guidelines | 18 | |
| Codes of Business Conduct and Code of Ethics | 18 | |
| Board Risk Assessment and Control | 18 | |
| Combined Chairman and CEO Roles | 19 | |
| Direct Communications with our Board | 19 | |
| Board of Directors | 19 | |
| EXECUTIVE OFFICERS | 23 | |
| EXECUTIVE COMPENSATION | 25 | |
| Named Executive Officers | 26 | |
| Summary Compensation Table | 27 | |
| Components of Executive Compensation | 30 | |
| Narrative to Summary Compensation Table | 28 | |
| Employment, Severance or Change in Control Agreements | 32 | |
| Separation Agreement | 45 | |
| Clawback Policy | 36 | |
| Setting Executive Compensation | 31 | |
| Elements of our Executive Compensation Program | 32 | |
| Other Compensation Matters | 35 | |
| Policies Regarding Stock Transactions | 36 | |
| Long Term Incentive Plan | 36 | |
| Change of Control and Severance Agreements | 37 | |
| Outstanding Equity Awards at 2024 Year End | 39 |
| Potential Payments upon Termination or Change of Control | 39 |
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| Pay Versus Performance | 41 |
| Director Compensation Table | 42 |
| Director Annual Cash Retainer and Equity Compensation | 42 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 43 |
| Policies and Procedures | 43 |
| Related Party Transactions | 43 |
| Other Affiliate Matters | 45 |
| Familial Relationships | 45 |
| Involvement in Certain Legal Proceedings | 45 |
| PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF BDO USA, P.C. | 47 |
| Principal Accountant Fees and Services | 47 |
| Vote Required and Board Recommendation | 48 |
| PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 50 |
| Vote Required and Board Recommendation | 50 |
| AUDIT COMMITTEE REPORT | 49 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 50 |
| DELINQUENT SECTION 16(A) REPORTS | 54 |
| STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 54 |
| OTHER BUSINESS | 54 |
| ANNEX A: NON-GAAP FINANCIAL MEASURES | A-1 |
| SAMPLE PROXY CARD | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.