Trio Petroleum Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On July 30, 2025, at the annual meeting of stockholders (the “Annual Meeting”) of Trio Petroleum Corp. (the “Company”), of the Company’s 7,522,499 shares of common stock issued and outstanding and eligible to vote as of the record date of June 2, 2025, a quorum of 3,088,875 shares, or approximately 41.1% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on June 18, 2025. The following actions were taken at the Annual Meeting:
Proposal No. 1: Election of Two Class III Directors
The first proposal was the election of two (2) Class II directors each to serve for a three-year term that expires at the 2028 annual meeting of stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal. The vote on the proposal was as follows:
| Name of Nominee | FOR | WITHHELD | BROKER NON-VOTE | |||||||||
| William J. Hunter | 1,113,976 | 43,846 | 1,931,053 | |||||||||
| James H. Blake | 1,126,380 | 31,442 | 1,931,053 | |||||||||
Each nominee was elected.
Proposal No. 2: Approval of the Amendment to the Amended and Restated Certificate of Incorporation
The second proposal was the approval of an amendment to the Company’s Amended and Restated 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 vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | |||||||
| 2,710,136 | 332,479 | 46,260 | |||||||
Proposal No. 2 was approved by a majority of the votes cast. The reduction in authorized shares will be effective upon the filing of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy Statement as Annex A, with the Secretary of State of Delaware.
Proposal No. 3: Approval of Amendments to the Company’s 2022 Equity Incentive Plan (Increase in Shares Reserved)
The third proposal was the approval of an amendment to our 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 vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 1,057,885 | 92,591 | 7,346 | 1,931,053 | ||||||||||
Proposal No. 3 was approved by a majority of the votes cast.
Proposal No. 4: Approval of an Amendment to the Company’s 2022 Equity Incentive Plan (Annual Increase in Shares)
The fourth proposal was the approval of an amendment to our 2022 Plan to add 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 the Company’s Board. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 1,067,474 | 82,873 | 7,475 | 1,931,053 | ||||||||||
Proposal No. 4 was approved by a majority of the votes cast.
Proposal No. 5: Ratification of Appointment of Independent Registered Public Accounting Firm
The fifth proposal was the ratification of the appointment of Bush & Associates CPA LLC. as the Company’s independent registered public accounting firm for the year ending October 31, 2025. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | |||||||
| 2,922,085 | 136,796 | 29,994 | |||||||
Proposal No. 5 was approved by a majority of the votes cast.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
| 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.
Dated: July 31, 2025
| TRIO PETROLEUM CORP. | ||
| By: | /s/ Robin Ross | |
| Name: | Robin Ross | |
| Title: | Chief Executive Officer | |