Riley Exploration Permian Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$REPX
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2025
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Riley Exploration Permian, Inc. (“Riley Permian” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) May 9, 2025. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2025. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.
PROPOSAL #1 - ELECTION OF DIRECTORS
All six (6) director nominees were elected to serve a one-year term until the 2026 Annual Meeting of Stockholders and until their respective successors are elected. The voting results were as follows:
| Number of Shares | |||||||||||
| For | Withheld | Broker Non-votes | |||||||||
| Brent Arriaga | 10,671,551 | 811,649 | 5,910,397 | ||||||||
| Rebecca L. Bayless | 11,169,140 | 314,060 | 5,910,397 | ||||||||
| Beth A. di Santo | 10,991,290 | 491,910 | 5,910,397 | ||||||||
| Bryan H. Lawrence | 11,383,918 | 99,282 | 5,910,397 | ||||||||
| E. Wayne Nordberg | 10,653,077 | 830,123 | 5,910,397 | ||||||||
| Bobby D. Riley | 11,320,849 | 162,351 | 5,910,397 | ||||||||
PROPOSAL #2 - RATIFICATION OF AUDITORS
The ratification of the appointment of BDO USA, P.C. as Riley Permian's independent registered public accounting firm for 2025 was approved. The voting results were as follows:
| Number of Shares | |||||||||||
| For | Against | Abstentions | |||||||||
| Ratification of Appointment of BDO USA, P.C as Riley Permian’s Independent Registered Public Accounting Firm | 17,248,021 | 122,906 | 22,670 | ||||||||
PROPOSAL #3 - ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The advisory approval of the frequency of future advisory votes to approve compensation of our Named Executive Officers every year was approved. The voting results were as follows:
| Number of Shares | |||||||||||||||||
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-votes | |||||||||||||
| Advisory Approval of the Frequency of Future Advisory Votes to Approve Compensation of Our Named Executive Officers | 10,999,422 | 101,800 | 374,813 | 101,800 | 5,910,397 | ||||||||||||
The proposal (commonly referred to as a “say-on-frequency” proposal) was approved, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s Named Executive Officers every year. In accordance with the voting results on this proposal, the Company has determined to hold an advisory vote on the compensation of its Named Executive Officers every year until the next say-on-frequency vote. A say-on-frequency vote is required to be held at least once every six years.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RILEY EXPLORATION PERMIAN, INC. | |||||||||||
| Date: | May 12, 2025 | By: | /s/ Beth A. di Santo | ||||||||
| Beth A. di Santo | |||||||||||
| General Counsel and Corporate Secretary | |||||||||||