Not independent
Tenure on this board
3.1 yrs
1 nominee · 4 ballot items.
Elect one Class III director; approve a reverse stock split (1:2 to 1:10) giving the Board discretion to implement; increase reserved shares under the 2022 Equity Incentive Plan by 3,500,000 to 6,452,383 total; and ratify Bush & Associates CPA LLC as independent auditors for fiscal year ending October 31, 2026.
Elect one (1) Class III director, Robin Ross, to serve for a three-year term expiring at the 2029 annual meeting.
Approve an amendment to the Certificate of Incorporation permitting the Board to effect a reverse stock split of common stock at a ratio between one-for-two (1:2) and one-for-ten (1:10), to be implemented at Board discretion if deemed necessary to maintain NYSE American listing.
This management proposal requests shareholder authorization to amend the Certificate of Incorporation to permit the Board, within one year of approval, to implement a reverse stock split at a ratio between 1:2 and 1:10. Management and the Board argue the authority is needed to raise the per-share trading price to comply with NYSE American continued listing standards following notices about low trading prices, and to guard against proposed new NYSE rules that could trigger immediate suspension and delisting if the closing price falls below $0.25. The proposal does not mandate an immediate split; it only grants the Board discretion to choose whether and when to effect a split and to select the exact whole-number ratio within the approved range. The Board also notes potential benefits such as improved marketability to institutions and reduced transactional burdens for brokers, while acknowledging disadvantages including potential reduced liquidity, increased odd-lot holders, no assurance of sustained price improvement, and increased ability to issue authorized but unissued shares without stockholder approval. The Board unanimously recommends a "FOR" vote, emphasizing preservation of the NYSE American listing as a primary rationale.
Approve Amendment No. 3 to the 2022 Equity Incentive Plan to increase shares reserved for issuance from 2,952,383 to 6,452,383 by adding 3,500,000 shares.
Management is seeking shareholder approval to increase the 2022 Plan share reserve by 3,500,000 shares, raising the plan cap to 6,452,383 shares (approximately 20% of outstanding shares as of the record date). The Board frames this as necessary to attract and retain talent, compensate directors and support anticipated larger oil and gas acquisitions and business growth. The amendment is standard in form — increasing the reserve and preserving existing plan mechanics (types of awards, repricing, transferability, change-in-control treatment, and evergreen additions). Management highlights that without approval, awards will be limited by the existing reserve, potentially harming recruitment and retention. The Board recommends voting "FOR," citing alignment of equity compensation with long-term shareholder value, recent employee and director grants, and a strengthened balance sheet facilitating future opportunities.
Ratify the appointment of Bush & Associates CPA LLC as Trio Petroleum’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 0.2% | 79,094 | $63K |
| 2 | STATE STREET CORP | 0.2% | 56,600 | $45K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 50,881 | $40K |
| 4 | TWO SIGMA SECURITIES, LLC | 0.1% | 41,272 | $33K |
| 5 | XTX Topco Ltd | 0.1% | 39,031 | $31K |
| 6 | NORTHERN TRUST CORP | 0.1% | 21,911 | $17K |
| 7 | VANGUARD GROUP INC | 0.1% | 18,497 | $15K |
| 8 | CITADEL ADVISORS LLC | 0.1% | 17,405 | $14K |
| 9 | JANE STREET GROUP, LLC | 0.0% | 14,161 | $11K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 13,382 | $11K |
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