GULFPORT ENERGY CORP
For the period ended May 22, 2024. Filed Apr 5, 2024.
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May 22, 2024 · Filed Apr 5, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Gulfport Energy 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 |
April 5, 2024
Dear Stockholders,
On behalf of the Board of Directors (the “Board”), management, and employees of Gulfport Energy Corporation (“Gulfport”, “Gulfport Energy,” the “Company,” “we,” “our” and “us”), you are cordially invited to participate in the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 22, 2024 at 9:00 a.m. Central Time. Our annual meeting will be held in person at 713 Market Drive, Oklahoma City, OK 73114. The attached Notice of 2024 Annual Meeting of Stockholders and this proxy statement will serve as your guide to the business conducted during the Annual Meeting.
We are mailing most of our stockholders a Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting (the “Notice”), which provides instructions regarding how stockholders can access and review proxy materials over the internet and submit their proxy electronically. We believe this “Notice and Access” process allows us to provide our stockholders with the information they desire in a timely manner, while reducing costs and the environmental impact of our Annual Meeting. If you received the Notice and would prefer to receive a paper copy of the proxy materials, please follow the instructions for requesting the materials that are provided in the Notice.
Your vote is very important to us. To assure your representation at the Annual Meeting, please vote your shares over the internet or through the toll-free telephone number as instructed in the Notice.
Thank you for your continued support and interest in Gulfport.
Sincerely,
Timothy Cutt
Board Chair
GULFPORT ENERGY CORPORATION
713 Market Drive
Oklahoma City, Oklahoma 73114
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
April 5, 2024
Notice is given that the 2024 Annual Meeting of Stockholders (including any adjournments or postponements, the “Annual Meeting”) of Gulfport Energy will be held on May 22, 2024 at 9:00 a.m., Central Time at Gulfport Headquarters located at 713 Market Drive, Oklahoma City, OK 73114 to vote on the proposals listed in the following table.
| Date and Time | May 22, 2024 at 9:00 a.m., Central Time |
|---|---|
| Place | The Annual Meeting will be held in person at Gulfport Headquarters located at 713 Market Drive, Oklahoma City, OK 73114. |
| Proposals | 1. To elect seven directors to serve until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified (the Election of Directors Proposal or Proposal 1). 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024 (the Auditors Ratification Proposal or Proposal 2). 3. To approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as described in this proxy statement (the Say-On-Pay Proposal or Proposal 3). We will also transact any other business as may properly come before the Annual Meeting. |
| Record Date | March 28, 2024, at the close of business Holders of record of our common stock, par value $0.0001 per share, and preferred stock, par value $0.0001 per share, in each case, outstanding as of March 28, 2024 at the close of business, the record date for the Annual Meeting, will be entitled to Notice of the Annual Meeting and to vote at the Annual Meeting or any adjournment or postponement. |
PROXY VOTING
Stockholders of the Company as of the record date are entitled to vote by proxy in the following ways:
| By calling the telephone number on your proxy card or voting instruction form | Online by visiting the website provided on your proxy card or voting instruction form | By returning by mail a properly completed, signed and dated proxy card or voting instruction form | By attending in person and submitting a ballot at the Annual Meeting |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 22, 2024: This proxy statement and additional information are available free of charge on the Company’s website atwww.gulfportenergy.com/proxy.
By order of the Board of Directors,
Patrick Craine Chief Legal and Administrative Officer and Corporate Secretary
The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on or about April 9, 2024, and the proxy materials relating to the Annual Meeting will be made available on or about the same date.
GULFPORT ENERGY CORPORATION
713 Market Drive
Oklahoma City, Oklahoma 73114
PROXY STATEMENT
| Proxy Statement Summary | 1 |
|---|---|
| Board Summary | 2 |
| Corporate Responsibility and Sustainability Highlights | 3 |
| Election of Directors and Director Biographies | 8 |
| Corporate Governance Matters and Communications with the Board | 17 |
| Nominating Process for Directors, Director Qualifications and Review of Director Nominees | 19 |
| Director Leadership Structure | 21 |
| Board of Directors’ Role in Risk Oversight | 22 |
| Executive Officers | 23 |
| Compensation Discussion and Analysis | 25 |
| Executive Summary | 27 |
| Compensation Committee Interlocks and Insider Participation | 40 |
| Compensation Tables | 41 |
| Benefit Plans | 46 |
| 401(k) Plan | 46 |
| 2021 Stock Incentive Plan | 46 |
| Equity Compensation Plan Information | 47 |
| Termination, Resignation or Change of Control | 51 |
| CEO Pay Ratio Disclosure | 54 |
|---|---|
| Pay Versus Performance | 55 |
| Beneficial Ownership | 59 |
| Who Are this Year’s Nominees? | |
| Holdings of Major Stockholders | 60 |
| Certain Relationships and Review and Approval of Related Party Transactions | 61 |
|---|---|
| Proposal to Ratify the Appointment of Our Independent Auditors | 62 |
| Proposal to Approve, on an Advisory, Non-Binding Basis, the Compensation Paid to the Company’s Named Executive Officers | 63 |
| Audit Committee Report | 64 |
| About the Annual Meeting | 65 |
| Householding | 70 |
| Other Matters | 71 |
| Solicitation by the Board of Directors | 72 |
| Forward-looking Statements | 73 |
| Submission of Future Stockholder Proposals | 74 |
2024 PROXY STATEMENT i
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