Trio Petroleum Corp
For the period ended Jun 18, 2025. Filed Jun 18, 2025.
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Jun 18, 2025 · Filed Jun 18, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
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
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 Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
| ☒ | 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. |
23823 Malibu Road
Telephone: (661) 324-3911
June 18, 2025
Dear Fellow Stockholders:
On behalf of the board of directors (“Board of Directors”) of Trio Petroleum Corp., I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp., which will be held virtually via the internet, commencing at 11:00 a.m. Eastern Time on July 30, 2025. In order to attend the meeting, you must log on towww.virtualshareholdermeeting.com/TPET2025/and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:
| 1. | To elect two (2) Class II directors each to serve for a three-year term that expires at the Company’s 2028 annual meeting of stockholders (“the “2028 Annual Meeting”), or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal; |
| 2. | To approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reduce the number of authorized shares of common stock from 500,000,000 shares of common stock to 150,000,000 shares of common stock; |
| 3. | To approve amendments to Sections 5(a) and 5(b) of the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”) to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock and (ii) increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock; |
| 4. | To approve an amendment to Section 5 of the 2022 Plan by adding a new Section 5(d) which provides for the addition of an “evergreen” provision to the 2022 Plan such that on each November 1st, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31st and (ii) an amount determined by our Board; |
| 5. | To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending October 31, 2025; and |
| 6. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
To all stockholders of record at the close of business on June 2, 2025, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
| Sincerely, | |
| /s/ Robin Ross | |
| Name: | Robin Ross |
| Title: | Chief Executive Officer |
23823 Malibu Road
Telephone: (661) 324-3911
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Virtual Meeting Only – No Physical Location
TO BE HELD ON JULY 30, 2025
NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders (the “Annual Meeting”) of Trio Petroleum Corp., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on July 30, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:
| 1. | To elect two (2) Class II directors each to serve for a three-year term that expires at the Company’s 2028 annual meeting of stockholders (the “2028 Annual Meeting”), or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal (the “Director Election Proposal”); |
| 2. | To approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reduce the number of authorized shares of common stock from 500,000,000 shares of common stock to 150,000,000 shares of common stock (the “Authorized Shares Reduction Proposal”); |
| 3. | To approve amendments to Sections 5(a) and 5(b) of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock and (ii) increase the maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2022 Plan from 500,000 shares of common stock to 2,500,000 shares of common stock (the “2022 Plan Increased Shares Proposal”); |
| 4. | To approve an amendment to Section 5 of the 2022 Plan by adding a new Section 5(d) which provides for the addition of an “evergreen” provision to the 2022 Plan such that on each November 1st, through and including November 1, 2031, a number of shares of common stock will be added to the 2022 Plan equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding October 31st and (ii) an amount determined by our Board (the “2022 Plan Evergreen Proposal”); |
| 5. | To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending October 31, 2025 (the “Auditor Ratification Proposal”); and |
| 6. | To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our Common Stock as of the close of business on June 2, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on July 30, 2025, at 11:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visitingwww.virtualshareholdermeeting.com/TPET2025/ and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visitwww.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.
**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on July 30, 2025:**The accompanying Proxy Statement, along with Amendment No. 3 to our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2024 (the “2024 Annual Report”), are available atProxyVote.com.
We will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement and our 2024 Annual Report via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2024 Annual Report will be sent to you along with the accompanying Proxy Statement.
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about June 18, 2025.
Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.
| By Order of the Board of Directors, | |
| /s/ Robin Ross | |
| Name: | Robin Ross |
| Title: | Chief Executive Officer |
Malibu, CA
June 18,2025
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| Questions and Answers | 1 |
| PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL | 7 |
| Board Size and Structure | 7 |
| Current Directors and Terms | 7 |
| Nominees for Class II Directors | 7 |
| Information About Board Nominees | 7 |
| Director Nominee Qualifications | 7 |
| Vote Required | 7 |
| Board Recommendation | 7 |
| PROPOSAL NO. 2 — THE AUTHORIZED SHARES REDUCTION PROPOSAL | 8 |
| Introduction | 8 |
| Background | 8 |
| Reasons for the Reduction in Authorized Shares of Common Stock | 8 |
| General | 9 |
| Vote Required | 9 |
| Recommendation of the Board | 9 |
| PROPOSAL NO. 3 – THE 2022 PLAN INCREASED SHARES PROPOSAL | 10 |
| Background | 10 |
| Summary of Material Terms of 2022 Plan | 11 |
| Vote Required | 14 |
| Separate Vote on 2022 Plan Evergreen Proposal | 14 |
| Recommendation of Board | 14 |
| PROPOSAL NO. 4 – THE 2022 PLAN EVERGREEN PROPOSAL | 15 |
| Background | 15 |
| Summary of Material Terms of 2022 Plan | 15 |
| Vote Required | 15 |
| Separate Vote on 2022 Plan Increased Shares Proposal | 15 |
| Recommendation of Board | 15 |
| PROPOSAL NO. 5 — THE AUDITOR RATIFICATION PROPOSAL | 16 |
| Audit, Audit-Related, Tax and All Other Fees | 16 |
| Audit Committee’s Pre-Approval Policies and Procedures | 16 |
| Audit Committee Report | 17 |
| Vote Required | 17 |
| Board Recommendation | 17 |
| DIRECTORS AND OFFICERS | 18 |
| Executive Officers | 18 |
| Non-Employee Directors | 18 |
| Family Relationships | 19 |
| Director or Officer Involvement in Certain Prior Legal Proceedings | 19 |
| Board Composition and Election of Directors | 19 |
| Director Independence | 19 |
| Classified Board of Directors | 19 |
| Board Leadership Structure | 19 |
| Board’s Role in Risk Oversight | 20 |
| Board Committees | 20 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Code of Business Conduct and Ethics | 22 |
| Board Attendance | 22 |
| Executive Sessions | 22 |
| Director Attendance at Annual Meeting of Stockholders | 22 |
| Communications with the Board of Directors | 22 |
| Delinquent Section 16(a) Reports | 22 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 23 |
| Summary Compensation | 23 |
| Outstanding Equity Awards at Fiscal Year End | 25 |
| Employment Agreements | 27 |
| Incentive Award Plans | 28 |
| Director Compensation | 30 |
| Compensation Committee Report Sessions | 31 |
| Security Ownership of Certain Beneficial Owners and Management | 32 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, | 34 |
| Related Party Transactions | 34 |
| Indemnification Agreements | 38 |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING | 39 |
| HOUSEHOLDING | 39 |
| Annex A — Amendment to the Amended and Restated Certificate of Incorporation | A-1 |
| Annex B — Amendment No. 2 To Trio Petroleum Corp. 2022 Equity Incentive Plan | B-1 |
523823 Malibu Road
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 30, 2025
This proxy statement (the “Proxy Statement”) and Amendment No. 3 to our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2024 (the “2024 Annual Report”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Trio Petroleum Corp. (the “Company,” “Corporation,” “Trio,” “TPET,” “we,” “us,” or “our”), in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about June 18, 2025.
NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS
On or about June 18, 2025, we will mail to our stockholders of record at the close of business on June 2, 2025 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online.The proxy materials are available atProxyVote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.