Vital Energy Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$VTLE
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 21, 2025
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Registrant's telephone number, including area code: (918 ) 513-4570
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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.
On May 21, 2025, Lisa M. Lambert, a member of the Board of Directors (the "Board") of Vital Energy, Inc. (the "Company") and a member of the Compensation Committee and Nominating, Corporate Governance, Environmental and Social Committee of the Board (the "Nominating and Governance Committee"), notified the Company that she would be resigning from the Board effective May 23, 2025. Ms. Lambert's decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On May 21, 2025, the Board decreased the size of the Board from ten (10) to nine (9) directors, effective May 23, 2025. In addition, the Board approved adjustments to certain of the Board's committees. Effective immediately, John Driver joined the Compensation Committee and rotated off of the Audit Committee and William E. Albrecht joined the Nominating and Governance Committee and rotated off of the Finance Committee. Except as described in this Item 5.02, all other Board committee assignments remain unchanged.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 22, 2025, upon the recommendation of the Board, the Company's stockholders were requested to: (1) elect three Class III directors for a three-year term; (2) ratify the selection of Ernst & Young ("EY") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and (3) hold an advisory vote approving the compensation of our named executive officers.
As of March 25, 2025, the record date for the Annual Meeting, there were 38,701,810 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and a total of 32,698,565 shares (approximately 84.48%) were represented in person or by proxy at the Annual Meeting, constituting a quorum. The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:
1.The election of each of the three Class III directors for a three-year term was approved. The results of the vote were as follows:
| NOMINEE | VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||||||||||||||||
| William E. Albrecht | 26,646,392 | 901,823 | 628,978 | 4,521,372 | ||||||||||||||||||||||
| Frances Powell Hawes | 26,327,731 | 1,214,052 | 635,410 | 4,521,372 | ||||||||||||||||||||||
| John Driver | 26,710,354 | 829,517 | 637,322 | 4,521,372 | ||||||||||||||||||||||
2.The proposal to ratify the selection of EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The results of the vote were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 31,625,671 | 415,272 | 657,622 | 0 | |||||||||||||||||
3.The compensation of our named executive officers was approved on a non-binding, advisory basis. The results of the vote were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||||||||
| 22,373,812 | 5,126,860 | 676,521 | 4,521,372 | |||||||||||||||||
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.
| VITAL ENERGY, INC. | ||||||||
Date: May 27, 2025 | By: | /s/ Mark Denny | ||||||
| Mark Denny | ||||||||
| Executive Vice President—General Counsel and Secretary | ||||||||