Vivakor Inc

This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit issuance of common shares in connection with a May 2026 Securities Purchase Agreement (SPA), $15.0 million principal amount convertible promissory notes (which reflect a $3.0 million original issue discount) and a Standby Equity Purchase Agreement (SEPA). The notes convert at the greater of a $0.37 floor price and 80% of the lowest daily VWAP over the five trading days before conversion, with a conversion cap example equating to approximately 40.54 million shares at the $0.37 floor. Conversions are generally subject to a 4.99% beneficial ownership limitation (waivable by the holders) and remain constrained by Nasdaq’s 19.99% issuance limitation absent shareholder approval — the precise reason Vivakor seeks approval. The SEPA provides the company discretion to direct an investor to purchase up to $100 million of shares over 36 months under specified volume and pricing formulas, which could create accelerated dilution if used. Management frames the financing as necessary for working capital, debt reduction and general corporate purposes; however, the issuance could materially dilute existing shareholders’ voting power and economic interest and depress market price if large numbers of shares are sold or converted. The notes include customary default provisions that can accelerate amounts due and potentially increase principal on default, creating additional downside risk. From a governance perspective, the proposal is routine for companies seeking to clear Nasdaq restrictions and ensure capital access, but it concentrates dilution risk in institutional investors and grants management substantial discretion under the SEPA; investors should weigh near-term liquidity benefits against medium-term dilution and potential ownership concentration. The Board recommends FOR to preserve access to committed financing and registration for resale of conversion shares, but its recommendation should be evaluated in light of dilution magnitude, conversion pricing mechanics, beneficial ownership waivers, and any subsequent share issuance activity under the SEPA.

This proposal asks shareholders to approve potential issuances of common stock to the CEO, James Ballengee, both as his contractual annual salary ($1,000,000 paid in shares priced using a five‑day VWAP formula) and as dividend shares payable on Series A Preferred Stock held by entities he controls. Approval is sought to comply with Nasdaq Listing Rule 5635(d) because, in aggregate, the CEO compensation and dividend share mechanics could cause issuances that exceed the 19.99% threshold. The employment arrangement pays the CEO entirely in equity, which aligns management incentives with shareholders but raises meaningful dilution and related-party concerns given Ballengee’s control of entities that hold Series A Preferred and other related-party arrangements described elsewhere in the filing. The Series A Preferred terms include a 6% annual dividend payable in common shares (subject to beneficial ownership limitations), and the company has previously issued large blocks of common stock to Ballengee-related entities, highlighting the practical dilution risk. Management argues that the equity compensation is subject to Nasdaq rules and the Plan and is necessary to preserve cash; the Board recommends FOR to formalize and permit the contractual mechanics. From a governance perspective, investors should consider conflicts of interest (the CEO’s entities are significant holders and have related-party contracts), the concentration of voting power tied to the Preferred, and the potential for further dilution if the company relies heavily on equity-based compensation for executives. The trade-off is typical: conserve cash versus protect existing equity stakes and limit insider dilution; shareholders should weigh the company’s cash constraints and management retention benefits against the risk of concentrated control and material dilution.

This management proposal requests shareholder authorization under Nasdaq Listing Rule 5635(d) to issue common shares as compensation to a consultant, William Tuorto, under a May 2026 Consulting Agreement. The consultant compensation is $50,000 per month payable in shares priced at the 52-week low, with additional performance bonuses possible; the structure could materially increase share issuance over time and — according to management — might exceed Nasdaq’s 19.99% issuance threshold without shareholder approval. The pricing at the 52-week low is notable because it can produce a larger share issuance for a fixed USD compensation amount compared with market or VWAP pricing, increasing potential dilution. Management frames the arrangement as necessary to secure advisory services while conserving cash, and the Board recommends FOR to comply with Nasdaq rules and permit the payment mechanics. Governance considerations include the unusual pricing reference (52-week low) which can create outsized dilution in volatile markets, the potential for significant long-term issuance if the consulting engagement is long-lived, and the need for shareholders to weigh the consultant’s expected value against dilution and signaling effects. Investors should review the consultant’s role, performance milestones, and safeguards (if any) before deeming the dilution acceptable.

The company asks shareholders to approve, under Nasdaq Listing Rule 5635(d), potential issuances of common stock to J.J. Astor & Co. in connection with a Loan and Security Agreement and a junior secured promissory note (principal ~$973,750) entered February 27, 2026. Approval is necessary because conversion mechanics could, under certain circumstances, result in issuance exceeding the 19.99% Nasdaq threshold. The proposal is presented as a straightforward debt-equity conversion approval to permit payment or conversion of the note in shares rather than cash, preserving cash for operations. While the principal amount is smaller than other financing items, the conversion rate, any discounts, and the current small base of outstanding shares (4.3M pre-split) amplify the dilutive effect; thus the issuance could be meaningful proportionally. The Board recommends FOR to ensure flexibility in satisfying the note in equity and to comply with Nasdaq Listing Rule requirements. Investors should review the conversion pricing, protective provisions, and how this issuance interacts with other concurrent financings (May 2026 Notes, SEPA) when assessing cumulative dilution and cap table impacts.

Management seeks a broad shareholder authorization to permit the Board to implement one or more reverse stock splits within a wide ratio band (1:2 to 1:2,000) over the next two years, exercisable if the Board determines such action is reasonably necessary to maintain Nasdaq listing. The stated rationale is to ensure compliance with Nasdaq’s minimum bid price and other listing standards, and management notes the company previously regained compliance after a 1-for-200 split in March 2026. Granting discretionary authority avoids the delay and expense of convening a special shareholder vote each time a split may be needed and provides flexibility to choose split magnitude in response to market conditions. Economically, a reverse split consolidates shares, increasing per-share price but not changing proportional ownership (aside from fractional share treatment), and may reduce the number of outstanding shares available for future issuances which can have strategic consequences for control and takeover dynamics. Downsides include potential negative market perception, reduced liquidity due to fewer outstanding shares, and the risk that the market price will not scale proportionally following a split. The broad ratio range (up to 1:2,000) increases uncertainty for investors about post-split share counts and potential authorized-but-unissued float; investors should note the Board’s statement that it does not intend the split as an anti-takeover device but should monitor subsequent issuance and authorization actions. From a governance standpoint, the proposal concentrates significant discretion in the Board and should be assessed in the context of the company’s recent listing history, capital plan, and dilution from concurrent equity financings.

This advisory (non-binding) proposal asks shareholders to endorse the Company’s named executive officer compensation as disclosed in the proxy. The vote provides the Board and Compensation Committee with investor feedback but does not legally bind changes to pay practices. Key compensation features disclosed include a $1,000,000 annual CEO salary paid in shares (subject to VWAP pricing and Nasdaq/Plan constraints), meaningful equity-based and performance-linked components for other executives, and various signing bonuses and severance arrangements; these features reflect a pay-for-equity conservation approach consistent with the company’s cash-sensitive profile. A FOR vote signals shareholder acceptance of current pay philosophy and may reduce pressure for immediate plan changes, while an AGAINST vote could prompt the Compensation Committee to re-evaluate elements such as equity dilution from salary-in-stock mechanics, the magnitude of sign-on equity grants, and transparency around performance metrics. Given the CEO’s compensation being paid in stock and the presence of related-party arrangements, shareholders should carefully consider conflicts of interest and the level of disclosure on performance metrics and outcomes. The Board recommends FOR, citing alignment of management incentives with shareholder interests and retention needs, but sophisticated investors should weigh retention benefits against dilution, potential governance concerns tied to insider share issuance, and the non-binding nature of the vote when forming a position.

This management proposal requests shareholder approval to amend the 2025 Equity and Incentive Plan to restore or increase the authorized share reserve to 100,000,000 shares following an earlier reverse stock split that reduced the numeric authorization to 500,000 shares. The Board frames the amendment as necessary to maintain a meaningful equity pool for employee, director and consultant awards to align incentives and support retention and recruitment. From a capital structure perspective, expanding the plan to 100,000,000 authorized award shares is material — depending on how awards are granted and repriced, it could lead to substantial dilution if fully utilized, especially when combined with concurrent financing proposals and equity-based salary mechanics. The proposal is common for a company that has recently consolidated its share count via reverse split and needs to reset plan numerics, but investors should scrutinize grant practices, anti-dilution protections, the pace of future grants, and whether the company's retention needs justify a large potential issuance. The Board recommends FOR; however, shareholders should demand clear disclosure about potential grant pacing, performance conditions, and reuse of surrendered shares to better estimate likely dilution and governance impact if the amendment is approved.