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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
Pursuant
To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
APRIL 28, 2023
_______________________________
EMPIRE
PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware |
001-16653 |
73-1238709 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
2200
S. Utica Place, Suite 150,
Tulsa Oklahoma
74114
(Address of Principal
Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (539) 444-8002
(Former name or former address,
if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock $.001 par value
|
EP
|
NYSE
American
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(b)
and (c) On April 28, 2023, Stephen L. Faulkner, Jr. (Larry), age 51, the Controller and Chief Accounting Officer of Empire
Petroleum Corporation (the “Company”) was promoted to Chief Financial Officer of the Company. Mr. Faulkner will also continue
to serve as Chief Accounting Officer of the Company but he will no longer serve as Controller. Mr. Faulkner will report to Michael R.
Morrisett, the Company’s President and Chief Executive Officer. In conjunction with Mr. Faulkner’s appointment as Chief Financial
Officer, Mr. Morrisett relinquished his duties as principal financial officer of the Company.
Mr.
Faulkner has served as Chief Accounting Officer of the Company since December 2022. He served as Controller of the Company from December
2022 to April 2023. He served as Chief Financial Officer of the Lobeck Taylor Family Foundation, which supports entrepreneurial and innovation
enterprises, from February 2022 until December 2022. From November 2014 to March 2021, he served as Vice President, Controller and Chief
Accounting Officer of WPX Energy Inc., a publicly traded oil and gas exploration and production company with approximately $10 billion
in assets prior to its merger with Devon Energy Corporation in 2021. He served as Accounting Director of WPX from January 2012 to November
2014. From September 2008 to December 2011, he was Director, Financial and Operational Reporting Group for the exploration and production
business unit of The Williams Companies, Inc. and from April 1999 to May 2004, he was Manager, Financial Reporting of The Williams Companies.
He served as Accounting Director with Vanguard Car Rental USA Inc. from May 2004 to May 2008. Mr. Faulkner was an auditor with Ernst
& Young LLP from 1994 to April 1999. Mr. Faulkner has a Bachelor’s Degree in Accounting from Oklahoma State University.
Mr.
Faulkner is eligible for equity awards under the Company’s equity incentive plan at the discretion of the Board of Directors of
the Company. Mr. Faulkner will earn a base salary of $260,000 per year. He will be eligible to receive annual bonuses at the discretion
of the Board of Directors of the Company.
(d) On
April 28, 2023, the Board of Directors of the Company appointed J. Kevin Vann to fill a vacancy on the Board of Directors for a term
expiring at the 2023 annual meeting of stockholders and until his successor is duly elected or chosen and qualifies, unless he sooner
dies, resigns or is removed.
Mr.
Vann, as a non-employee director of the Company, will receive the same compensation provided to all non-employee members of the Board
of Directors. The compensation of non-employee directors of the Company is described under “Director Compensation” in the
Company’s proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2023. Accordingly, Mr. Vann will participate
in the compensation structure applicable to the entire Board of Directors, as may be amended from time to time.
| Item
7.01 | Regulation
FD Disclosure. |
On
May 3, 2023, the Company issued a press release announcing the promotion of Mr. Faulkner to Chief Financial Officer of the Company and
the appointment of Mr. Vann as a director of the Company. A copy of the press release is being furnished and is attached as Exhibit 99
hereto and is incorporated into this Item 7.01 by reference.
In
accordance with General Instruction B.2 of Form 8-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the press release shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section, nor shall such information and such exhibit be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item
9.01 | Financial
Statements and Exhibits. |
The
following exhibits are filed or furnished herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
EMPIRE
PETROLEUM CORPORATION
|
|
| Date: May
4, 2023 |
By: |
/s/ Michael
R. Morrisett |
|
| |
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
4
EXHIBIT
99
| FOR IMMEDIATE RELEASE |
NYSE American – EP |
EMPIRE
PETROLEUM WELCOMES LARRY FAULKNER AS CHIEF FINANCIAL OFFICER AND KEVIN VANN TO THE BOARD OF DIRECTORS
Tulsa,
Oklahoma – May 3, 2023 – Empire Petroleum (NYSE American: EP) (“Empire” or the “Company”), today
announced that Stephen L. (“Larry”) Faulkner has been promoted to Chief Financial Officer for the Company and J. Kevin (“Kevin”)
Vann has been named to the Company’s Board of Directors as an independent director. Both appointments were effective April 28,
2023; both were part of a proven operational team that helped develop the former WPX Energy, Inc. into a multi-billion dollar company
before its merger with Devon Energy Corporation in 2021.
Mike
Morrisett, President and Chief Executive Officer of Empire, commented, “We were pleased to have Larry and Kevin join Empire as
a proven management team, and look forward to their positive impact on the business for our shareholders.”
Larry
Faulkner, Chief Financial Officer of Empire, stated, “I look forward to expanding my role with the Company and appreciate the support
and confidence of the leadership team and Board of Directors. I was attracted by the quality of the Company’s workforce and asset
base and felt there was significant upside to the business. I believe Empire has a great road ahead of itself, and I am excited to support
the Company in its long-term strategic plans.”
Kevin
Vann, member of the Board of Directors for Empire, added, “Echoing Larry’s comments, I have been very pleased with progress
I have seen on multiple fronts. I have enjoyed working closely with Empire’s leadership team and Board as we execute on the development
plans to exploit the opportunities afforded by our asset base located in key prolific producing regions across the U.S. I believe my
previous experiences and skill set will prove beneficial to the Company and the Board of Directors, as we prudently grow the business
for the benefit of all of our shareholders.”
About
Empire Petroleum
Empire
Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in Texas, Louisiana, North
Dakota, Montana, and New Mexico. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies
with its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
Safe
Harbor Statement
This
release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations,
statements with respect to the Company’s estimates, strategy and prospects. Such statements are subject to certain risks and uncertainties
which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31,
2022, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially
from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s
ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties,
general economic conditions both domestically and abroad, and other risks and uncertainties related to the conduct of business by the
Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements,
whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.
Contact
Information
Empire Petroleum Corporation:
Mike Morrisett, President and CEO
539-444-8002
info@empirepetrocorp.com
Investor Relations:
Al Petrie Advisors
Wes Harris,
Partner
713-300-6321
wes@alpetrie.com