Trio Petroleum Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Stanford Eschner as the Company’s Vice Chairman and a Director
On August 1, 2025, during a meeting of the board of directors (the “Board”) of Trio Petroleum Corp. (the “Company”), Stanford Eschner tendered his resignation as Vice Chairman and a director of the Company, effective as of August 1, 2025, which resignation was accepted by the Board. Mr. Eschner’s decision to resign as a director was not the result of any disagreements between Mr. Eschner, on the one hand, and the Company’s management or Board, on the other hand, as to any matter relating to the Company’s operations, policies, or practices.
Additionally, the Board authorized and approved the Company’s engagement of Mr. Eschner as consultant to the Company from August 1, 2025 to December 31, 2025 and the Compensation Committee of the Board of Directors (the “Compensation Committee”) authorized and approved payment to Mr. Eschner of $4,267 per month, during the term of his service as a consultant to the Company and a one-time issuance of 15,000 shares of common stock, par value $0.0001 per share of the Company (“Common Stock”), pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”).
The Company entered into a Consulting Agreement, effective as of August 1, 2025 (the “Consulting Agreement”), which sets forth the services to be provided by Mr. Eschner through December 31, 2025, the compensation payable to Mr. Eschner therefor, and the other applicable terms relating to the consulting engagement.
The above description of the Consulting Agreement is qualified in its entirety by the text of the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K”).
Compensation Payable to Robin Ross, the Company’s Chief Executive Officer
On August 1, 2025, the Compensation Committee, in recognition of Robin Ross’s significant contributions to the Company, since he was appointed the Chief Executive Officer of the Company, authorized and approved an increase in his base salary from a rate of $300,000 per year to $400,000 per year, effective as of August 1, 2025. Additionally, the Compensation Committee also authorized and approved a one-time award of 625,000 shares of Common Stock to Mr. Ross, pursuant to the 2022 Plan. The terms of the increase in Mr. Ross’s compensation and the one-time issuance of shares of Common Stock will be memorialized in an amendment to Mr. Ross’s Executive Employment Agreement, which was effective as of July 11, 2024 (the “Ross Employment Agreement”) to be entered into by the Company and Mr. Ross, promptly after the filing of this 8-K.
Additionally, the Compensation Committee, pursuant to the provisions of Section 4 of the Ross Employment Agreement, also authorized and approved a cash bonus payable to Mr. Ross, in the amount of $150,000, to be paid at such time as determined by the Board.
Compensation Payable to Gregory Overholtzer, the Company’s Chief Financial Officer
On August 1, 2025, the Compensation Committee authorized and approved a one-time award of 62,500 shares of Common Stock to Gregory Overholtzer, the Company’s Chief Financial Officer, pursuant to the 2022 Plan. The terms of the one-time issuance of shares of Common Stock will be memorialized in an agreement to be entered into between the Company and Mr. Overholtzer, promptly after the filing of this 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10,1 | Consulting Agreement, effective as of August 1, 2025, between the Company and Stanford Eschner | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
| Trio Petroleum Corp. | ||
| Date: August 5, 2025 | By: | /s/ Robin Ross |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |
| 3 |