Vivakor Inc

This proposal asks shareholders to authorize the Company, under Nasdaq Listing Rule 5635(d), to issue a potentially large number of shares in connection with a May 2026 financing package consisting of a Securities Purchase Agreement, $15 million aggregate principal convertible notes (reflecting a $3 million original issue discount), and a Standby Equity Purchase Agreement (SEPA). Management is pursuing these arrangements to raise immediate and standby capital to support working capital, debt reduction, and general corporate purposes; the convertible notes include conversion terms (greater of $0.37 per share and 80% of five-day VWAP), a 4.99% beneficial ownership conversion cap (waivable), and customary default provisions. Because conversions or SEPA sales could, in aggregate and under certain scenarios, exceed Nasdaq’s 19.99% limit, management needs shareholder approval to permit such issuances without mechanical conversion limits that would otherwise force cash payments or restrict financing flexibility. The board recommends approval to preserve access to committed financing and to enable the registration and resale of conversion shares; it frames the request as necessary to complete the contemplated financings on the agreed economic terms. Key governance and market risks include meaningful dilution to existing holders, potential downward pressure on share price from a large increase in float, and the possibility that holders could exercise default remedies that increase outstanding obligations. For analysts, material points include the conversion floor and discount mechanics, the registration commitment for resale, and the operational uses of proceeds; the transaction’s original issue discount and 4.99% ownership cap (waivable) create complex dilution outcomes that depend on future VWAP and holder actions. Shareholders who oppose may cite dilution, control dilution risks, and the long-term impact on liquidity and market capitalization; supporters may emphasize immediate liquidity and debt reduction. If not approved, conversions and SEPA sales will be limited to 19.99% and any excess amounts would have to be paid in cash, potentially constraining the company’s ability to consummate the financing as currently structured.

This proposal asks shareholders to authorize issuance of shares to CEO James Ballengee under his employment agreement (annual $1,000,000 salary payable in common stock) and to allow dividend shares to be issued to entities he controls that hold Series A Preferred Stock, potentially exceeding Nasdaq’s 19.99% issuance threshold. Management frames the request as a technical Nasdaq compliance step to permit compensation and dividend mechanics already contemplated in contractual arrangements, and the board recommends approval to avoid forcing cash payments or accruals that could strain liquidity. The primary corporate governance concern is that the CEO and affiliated entities already hold substantial voting power and economic interest; approving the proposal could materially increase Ballengee’s economic stake and dilute other shareholders, exacerbating potential conflicts of interest given related-party transactions described in the filing. The company notes that the CEO’s compensation is tied to VWAP-based share-pricing formulas and is subject to Nasdaq and plan requirements, but the issuance could nonetheless be large depending on VWAP and accrued amounts. From an analyst perspective, key considerations include the current holdings and voting control of Ballengee and his entities, the potential incremental dilution from accrued salary and pref dividends, and how additional equity payments affect cash conservation and creditor dynamics. Opponents will point to concentrated control and related-party transactions; proponents will highlight managerial continuity and avoiding immediate cash outlays. If the proposal fails, the company would be limited to issuing up to 19.99% in shares and would need to pay remaining amounts in cash, which could be challenging for liquidity.

This proposal requests shareholder approval to permit issuance of stock to a consultant, William Tuorto, under a consulting agreement that provides for monthly compensation of $50,000 payable in shares (priced at the 52-week low) and potential performance bonuses, which—depending on pricing and accrual—could exceed Nasdaq’s 19.99% issuance limitation. Management’s stated rationale is to preserve flexibility to compensate crucial advisors in equity rather than cash, which conserves liquidity during ongoing financing and restructuring efforts; the board recommends approval on that basis. Governance and market concerns include the unusually generous equity-linked cash-equivalent compensation rate ($50,000 monthly) and the risk of significant dilution if shares accrue and are later issued, especially given the pricing metric (52-week low) that could be materially lower than recent trading prices. For analysts, material elements are the formula for share issuance (52-week low), the potential aggregate dilution over time, and whether consultant deliverables or milestones justify the magnitude of compensation; also relevant are the company’s cash position and alternatives to stock compensation. Approving the proposal enables issuance without immediate cash burden but concentrates dilution risk and may create negative signaling if the market views the arrangement as expensive or indicative of constrained liquidity. If not approved, the company would be limited to issuing 19.99% and would have to pay remaining fees in cash, increasing near-term cash needs.

This proposal seeks shareholder authorization to issue shares in connection with a loan and corresponding junior secured promissory note with J.J. Astor & Co. (approximate principal $973,750) where the note can be converted into common stock, and cumulative conversions could exceed Nasdaq’s 19.99% threshold. Management presents the request as a compliance and financing flexibility step so that the company can satisfy note conversion mechanics without being constrained by the 19.99% limit, preserving the lender’s agreed economics and reducing cash payment obligations. Analysts should note the relatively small principal amount compared with other financing proposals, but the conversion mechanics and potential floor/discount pricing (if any specified in the underlying documents) will determine dilution magnitude; the filing references the relevant Form 8-K for detailed terms. Corporate governance considerations include related-party review (the filing does not indicate J.J. Astor is related) and the cumulative impact of multiple share-issuance approvals being sought concurrently. The board’s recommendation reflects prioritizing liquidity alternatives and honoring contracted financing terms while warning of dilution and potential market-price impacts. If shareholders decline, the company would be limited to issuing 19.99% and might need to satisfy remaining obligations in cash, potentially straining liquidity or triggering alternative remedies.

This proposal asks shareholders to grant the Board broad, time- and ratio-limited authority to implement one or more reverse stock splits with aggregate ratios ranging from 1-for-2 to 1-for-2,000 over the next two years, giving the Board discretion to choose the exact ratio and timing. Management frames the measure as a defensive and compliance tool to maintain or regain compliance with Nasdaq’s $1.00 minimum bid price rule and other listing criteria; the company notes a recent 1-for-200 reverse split executed in March 2026 and emphasizes the split is intended to preserve Nasdaq listing rather than to effect a going-private transaction. For analysts, the wide ratio range and multi-step authority are notable because they give the Board substantial latitude, which could materially reduce outstanding share count and change float and liquidity dynamics depending on the chosen ratio. Key trade-offs include higher per-share price that may restore listing compliance but reduced share liquidity and potential adverse market perception; fractional-share treatment and pro rata adjustments to options/warrants mitigate some mechanical effects. The board recommends approval citing Nasdaq compliance and listing preservation as the primary rationale; opponents may view the proposal as giving excessive discretion that could entrench management or complicate future capital formation. Evaluating the proposal requires considering current trading metrics, likelihood of future delisting, and alternatives (e.g., capital raises) and modeling the effect of several illustrative split ratios on market cap, float, and option/warrant adjustments.

This advisory proposal requests shareholder endorsement of the Company’s named executive officer compensation as disclosed in the proxy. Management positions the vote as an important signal to the Compensation Committee and Board—while non-binding—about investor sentiment on pay design, including equity-based salary payments (notably the CEO’s $1,000,000 salary paid in stock) and other incentive arrangements. The board recommends a ‘FOR’ vote to validate current compensation practices and to provide guidance on future awards; the committee will consider the outcome but is not bound by it. Analysts should weigh the firm’s use of equity for large recurring cash-equivalent payouts (e.g., CEO salary paid in shares priced on a VWAP formula) against retention and liquidity objectives, and consider how equity-based pay interacts with dilution and governance oversight. Potential shareholder concerns include pay quantum, related-party influence in governance, and the balance between cash conservation and shareholder dilution; proponents will argue that equity compensation conserves cash while aligning management incentives with long-term value. Given the company’s recent financing and related-party transactions, the advisory vote also serves as a barometer for shareholder tolerance of current governance and compensation structures. A negative advisory outcome would likely prompt the Compensation Committee to revisit pay design and increase investor engagement.

This proposal requests shareholder approval to amend the company’s 2025 Equity and Incentive Plan to restore the authorized share reserve to 100,000,000 shares following a reverse stock split that reduced the plan reserve to 500,000 shares. Management argues the increase is necessary to preserve the Board’s ability to grant equity awards for employee retention, director compensation, and consultant incentives, aligning long-term interests with shareholders and enabling equity-based funding for key hires without excessive cash outlays. Analysts should examine the company’s historical and projected grant pace, dilution modeling under the restored authorization, and how increases compare to peer-level run rates; the filing notes prior plan authorizations and that no awards have yet been granted under the 2025 Plan. Governance considerations include the large absolute number of shares requested relative to current outstanding shares (4.3 million common shares outstanding as of the record date) and the dilutive potential if the full reserve were issued. The board’s recommendation emphasizes the need for sufficient authorized capacity to operate a functioning equity program, while critics may argue for a more conservative increase tied to observed hiring and retention needs or adoption of anti-dilution guardrails. If approved, the amendment will enable broader equity grant flexibility, but shareholders should expect future grant proposals and disclosures to justify issuance levels and guard against excessive dilution.