Jason A. Edgeworth
Independent
Tenure on this board
New nominee
3 nominees · 4 ballot items.
Elect three Class C directors (Edgeworth, Oldham, Silver); approve, on a non-binding advisory basis, the 2025 executive compensation (say-on-pay); choose the frequency of future say-on-pay votes (1, 2 or 3 years); and ratify Weaver and Tidwell, L.L.P. as the company’s independent registered public accounting firm for 2026.
Elect three Class C director nominees — Jason A. Edgeworth, Larry C. Oldham, and Daniel Silver — each to serve until the 2029 Annual Meeting and until their successors are elected and qualified or earlier death, resignation or removal.
Non-binding, advisory vote to approve the compensation paid to HighPeak’s Named Executive Officers for 2025 as disclosed in the proxy statement (the Compensation Discussion and Analysis, compensation tables and related narrative).
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed 2025 executive compensation (the ‘say-on-pay’ vote). Management is seeking a stockholder endorsement of its 2025 pay decisions to validate its compensation philosophy and practices—designed to attract and retain executives and align their incentives with stockholder interests via a mix of base salary, discretionary annual cash incentives tied to operational and financial metrics, and long-term equity awards. The proxy highlights that the Compensation Committee oversees pay and that recent governance changes (including reconstitution of the Compensation Committee to consist solely of independent directors) and engagement of an independent compensation consultant for 2026 shaped evolving practices. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when setting future pay. Management frames the program as balanced—linking bonuses to metrics such as LOE/BOE, TSR, drilling and completion costs, EBITDAX and cash costs per BOE—and emphasizes recoupment and stock ownership policies to promote alignment and mitigate excessive risk-taking. The Board recommends a FOR vote, arguing that approval signals support for the program and its alignment with long-term stockholder value. The proxy also explains procedural implications: approval requires a majority of shares present and entitled to vote, and abstentions and broker non-votes will have the effect of a vote against. Given HighPeak’s status as a controlled company and concentrated ownership by the HighPeak Funds, the practical influence of the advisory result may be moderated, but management presents the proposal as a governance measure to secure investor confidence in compensation governance and disclosures.
Non-binding advisory vote where stockholders choose among holding future say-on-pay votes every 1, 2, or 3 years (or abstain); the option with the plurality of votes will be deemed the stockholders’ preference.
This proposal asks stockholders to indicate their preferred frequency for non-binding say-on-pay advisory votes—every 1, 2 or 3 years—with the plurality winner deemed the stockholders’ recommendation. Management seeks a 1-year frequency, arguing that annual votes provide the most current and actionable feedback for the Board and Compensation Committee on executive pay practices and allow more timely alignment of compensation policies with stockholder sentiment. The proposal is non-binding and advisory; the Board has the discretion to consider but not be compelled by the result. The proxy explains voting mechanics (the option with the most votes is considered stockholder preference) and that abstentions and broker non-votes do not affect the outcome. Contextually, the Board emphasizes responsiveness to stockholders—particularly important given HighPeak’s controlled-company structure where a majority holder (the HighPeak Funds) materially influences governance—so the advisory result serves primarily as a signal rather than a mandate. The Board’s recommendation for annual votes aligns with typical governance best practices to maintain regular engagement and transparency on pay decisions and to facilitate rapid policy adjustments when warranted. The Company notes it will consider the result when setting the future cadence of advisory votes, and that annual say-on-pay votes can help the Compensation Committee evaluate emerging governance or compensation concerns on a timelier basis. Overall, the vote is a governance advisory vehicle intended to capture investor preference on oversight cadence rather than to change substantive compensation arrangements directly.
Ratify the Audit Committee’s appointment of Weaver and Tidwell, L.L.P. as HighPeak’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | U.S. Capital Wealth Advisors, LLC | 10.99% | 13,885,172 | $96M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.84% | 1,062,714 | $7M |
| 3 | AMERICAN CENTURY COMPANIES INC | 0.78% | 990,183 | $7M |
| 4 | Bank of New York Mellon Corp | 0.66% | 838,899 | $6M |
| 5 | Texas Capital Bank Wealth Management Services Inc | 0.61% | 776,190 | $5M |
| 6 | BlackRock, Inc. | 0.60% | 758,831 | $5M |
| 7 | D. E. Shaw Co., Inc.Activist | 0.59% | 742,658 | $5M |
| 8 | BlackRock, Inc. | 0.52% | 652,239 | $5M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.50% | 633,903 | $4M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.50% | 626,379 | $4M |
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