US Energy (USEG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2026, with proposals including director elections, auditor ratification, executive compensation advisory vote, and approval to remove the Nasdaq 20% cap for a stock issuance agreement with Roth Principal Investments.

• Only shareholders of record as of March 9, 2026, are entitled to vote, with 44,269,192 shares outstanding as of that date.

• Voting can be done in person, by internet, phone, or mail, and the company uses full set delivery for proxy materials.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class One directors (John A. Weinzierl and D. Stephen Slack) to serve until 2029.

• Proposal 2: Ratification of Weaver & Tidwell, L.L.P. as independent auditor for 2026.

• Proposal 3: Advisory vote on named executive officer compensation.

• Proposal 4: Approval to remove the Nasdaq 20% cap for stock issuance to Roth Principal Investments, potentially issuing shares exceeding 20% of outstanding stock.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board consists of six members, with a majority being independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating, all comprised solely of independent directors.

• Special and Operations Committees were formed for specific transactions and operational oversight.

• Directors are elected in staggered classes, and a Nominating and Voting Agreement grants certain shareholders nomination rights.