US ENERGY CORP
For the period ended May 16, 2025. Filed Apr 17, 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 16, 2025 · Filed Apr 17, 2025
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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U.S. Energy Corp.
(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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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U.S. ENERGY CORP.
1616 Voss, Suite 725
Houston, TX 77057
Notice of 2025 Annual Meeting of Stockholders of
April 17, 2025
Dear Stockholders:
We are pleased to provide you with notice of our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The timing, location and summary of each of the proposals to be voted upon are as follows:
| Date: | May 16, 2025 | Time: | 9:00 AM CDT |
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| Place: | 1616 Voss, Suite 725 Houston, TX 77057 | ||
| Purposes: | 1. | To elect one nominee as a Class Three director, as identified in the accompanying Proxy Statement (Duane H. King) to serve until the third succeeding annual meeting of stockholders (to be held in 2028) and until his successor has been duly elected or appointed and qualified; |
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| 2. | To ratify the appointment of Weaver & Tidwell, L.L.P. as our independent auditor for the fiscal year ending December 31, 2025; | |
| 3. | Advisory vote to approve named executive officer compensation; and | |
| 4. | To approve such other business as may arise that can properly be conducted at the Annual Meeting, or any adjournment or postponement thereof in accordance with the Bylaws of the Company. |
The formal Proxy Statement that follows this letter provides extensive background information about each of the proposals, along with the recommendations of our Board of Directors to vote in favor of each of the proposals.
Only stockholders of record at the close of business on April 11, 2025 are entitled to receive notice of and to vote at the Annual Meeting. The Notice of the 2025 Annual Meeting, this Proxy Statement and a copy of our Annual Report for the fiscal year ended December 31, 2024 and the means to vote by internet are available atwww.proxyvote.com. Please read this information carefully before voting your proxy.
The Securities and Exchange Commission (“SEC”) has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:
| ● | the full set delivery option; or |
| ● | the notice only option. |
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A company may use a single method for all of its stockholders, or use full set delivery for some while adopting the notice only option for others.
Under the full set delivery option, a company delivers all proxy materials to its stockholders by mail. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website.
In connection with the Annual Meeting, we have elected to use the full set option.
Whether or not you plan to attend the meeting, please take the time to vote:
| ● | Via the internet – Go to the website shown on your proxy card; |
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| ● | Via telephone – Call the toll-free number shown on your proxy card; or |
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| ● | Via mail – Complete, sign and date your proxy card (if you requested one) and mail it in the postage paid envelope. |
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If you were a stockholder of record at the close of business on April 11, 2025, you may attend and vote at the Annual Meeting. The names of stockholders of record entitled to vote at the Annual Meeting will be available for review at the Annual Meeting.
If you wish to attend the Annual Meeting and vote in person, but you hold your shares through a broker or other nominee (i.e., your shares are held in “street name”), contact your broker or nominee promptly to obtain a “legal proxy,” which you must bring to the meeting in order to vote in person at the meeting. Thank you for your support for the recommendations of our Board of Directors.
By Order of the Board of Directors
/s/ John A. Weinzierl
Chairman
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.