DEF: Riley Exploration Permian Announces 2025 Annual Meeting of Stockholders

Riley Exploration Permian will hold its 2025 Annual Meeting of Stockholders virtually on May 9, 2025, to vote on director elections, auditor ratification, executive compensation frequency, and other business.

Summary

• Riley Exploration Permian, Inc. is holding its 2025 Annual Meeting of Stockholders on May 9, 2025, in a virtual format.
• Stockholders will vote on the election of six directors, the ratification of BDO USA, P.C. as the independent auditor for the fiscal year ending December 31, 2025, and an advisory vote on the frequency of future executive compensation votes.
• The record date for determining stockholders eligible to vote is March 18, 2025.
• The company encourages stockholders to vote in advance of the meeting via the internet or by mail.
• The Board recommends voting 'FOR' the election of each director nominee, 'FOR' the ratification of BDO USA, P.C., and 'EVERY YEAR' for the frequency of executive compensation votes.

Sentiment

Score: 8

Explanation: The document presents a positive outlook for Riley Exploration Permian, highlighting strong financial and operational performance in 2024 and strategic initiatives for future growth. The board's recommendations and commitment to corporate governance further contribute to a favorable sentiment.

Positives

• Riley Permian experienced an exceptional year in 2024, growing production volumes while reducing capital expenditures.
• The company grew cash flow from operations while reinvesting less than half of its cash flow into its upstream business, allowing for debt paydown, dividends, and additional investments.
• Riley Permian completed an upstream asset acquisition, began new initiatives in midstream, and expanded the scope of its joint venture in power.
• The company is committed to building long-term value through disciplined capital allocation, strategic investments, and operational excellence.
• The company has adopted a Clawback Policy in accordance with Rule 10D-1, NYSE American adopted Section 811 of the Company Guide.
• The company has stock ownership guidelines for executive officers and non-employee directors to align their interests with stockholders.
• The company has an anti-hedging policy statement prohibiting executive officers, directors and other employees from purchasing financial instruments that are designed to, or have the effect of, hedging or offsetting any decrease in the market value of the Company's securities.

Risks

• The Proxy Statement contains forward-looking statements that are subject to risks and uncertainties, as detailed in Riley Permian's filings with the Securities and Exchange Commission, including the Risk Factors section of Riley Permian's Annual Report on Form 10-K for the year ended December 31, 2024.

Future Outlook

Riley Permian believes its recent initiatives position it for sustained growth and long-term success.

Management Comments

• We're committed to building long-term value through disciplined capital allocation, strategic investments and operational excellence.
• We believe our recent initiatives position us for sustained growth and long-term success.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy statements, board committees, and executive compensation disclosures. The inclusion of non-GAAP financial measures is common in the oil and gas industry to provide additional insights into operational performance.

Comparison to Industry Standards

• The compensation peer group includes companies such as Amplify Energy Corp., Earthstone Energy, Inc., and Ranger Oil Corporation, which are comparable in terms of enterprise value, market capitalization, revenue, and other metrics.
• The executive compensation program is designed to attract and retain highly qualified executives and to motivate them to maximize stockholder return, similar to practices in other companies in the oil and gas industry.
• The company's corporate governance practices, including the adoption of a Clawback Policy and stock ownership guidelines, are in line with industry standards and regulatory requirements.

Management Changes

Corporate Governance

Related Party Transactions

• RPOC provided certain administrative and operational services to Riley Exploration Group, LLC (REG) pursuant to a contract services agreement in exchange for a monthly fee of $100,000 through January 2024 and $60,000 through April 2024, and reimbursement of all third party expenses until the contract services agreement was terminated effective May 31, 2024.
• Our director, Beth A. di Santo has served in the past and continues to serve as General Counsel for the Company pursuant an engagement letter with di Santo Law PLLC, a law firm owned by Ms. di Santo. Legal fees paid by the Company to di Santo Law, PLLC during the Company's year ended December 31, 2024 were $1.4 million.

Stakeholder Impact

• The company's performance and strategic initiatives are expected to benefit shareholders through increased value and potential returns.
• The executive compensation program is designed to motivate executives to maximize stockholder return.
• The company's commitment to corporate governance and ethical practices aims to protect the interests of all stakeholders.

Next Steps

• Stockholders are encouraged to review the proxy materials and vote on the proposals.
• The company will hold its 2025 Annual Meeting of Stockholders on May 9, 2025.
• The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation frequency when making future decisions.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Executive Compensation, Auditor Ratification, Corporate Governance, Riley Permian, Stockholders