EON Resources Inc. (EONR) Earnings Call Transcript & Summary

Good afternoon, everybody. It is my pleasure to welcome you to the 2024 Annual Meeting of the Stockholders of EON Resources Inc. I am Dante Caravaggio, Chief Executive Officer and member of the Board of Directors of the company, and I will act as your Chairman of this meeting. This annual meeting of stockholders is held for the purposes described in the proxy statement prepared by the company for this meeting and provided to our stockholders on or about November 13, 2024. We will conduct the formal part of the meeting where we'll be voting on the matters described in the proxy statement. With me today also representing the company is Mitchell Trotter, Chief Financial Officer and Director of the company; and David Smith, Senior Vice President and General Counsel of the company. Mr. Smith will serve as Secretary of the meeting. On the meeting web page, you will find the proposals we are presenting and voting on today. You may use click here to vote your proxy, if you wish to vote or change your prior vote during this meeting. Also available for inspection during the meeting is a certified list of stockholders of record. We will not be taking questions during this meeting, but we welcome questions any time by mail or by phone as given on our website. The formal business of the meeting will begin with proof that proper notice of the meeting has been given and that a quorum is present. Will the Secretary now report to you regarding the notice. David? David Smith?

Excuse me, Dante, thank you. The proxy statement was made available via the Internet on November 13, 2024, and mailed on or about November 13, 2024, to each stockholder of record as of the close of business on November 7, 2024, the record date for this meeting. This notice complied with the requirements of the bylaws of the company in the laws of the State of Delaware. The affidavit attesting to the mailing of the notice of the meeting will be filed with the records of the meeting. A complete list of stockholders as of the record date has been on file here for the past 10 days and has been available during that period for inspection by any stockholder. This list is also available for inspection at this meeting. Dante?

Thank you, David. In advance of this meeting, we appointed Karen Smith of Advantage Proxy to serve as the Inspector of Election for this meeting. Ms. Smith has executed her oath of office, which will be filed as part of the minutes of this meeting. All proxies previously received have been totaled and any additional proxies received before the vote will be added to that total. Ms. Smith, do you have a count on the number of shares represented in person via live audio-only webcast or by proxy at the meeting? Karen?

Thank you, Mr. Chairman, of the shares of common stock of the company outstanding on November 7, 2024, the record date for this meeting, there are represented here in person or by proxy more than 1/3 of the shares entitled to vote at this meeting.

Thank you, Karen. Since the presence in person or by proxy of the holders of more than 1/3 of the shares entitled to vote are represented at this meeting and since proper notice of this meeting has been established, I declare this meeting proper, constituted for the transaction of business. Matters to be voted upon. We now proceed with the next order of business, which is to elect 2 Class I directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are elected or appointed and qualified. The Class I director nominees for each -- are each current members of the of Directors. Number one is myself, Dante Caravaggio, number two, Joseph V. Salvucci, Jr. The nominee's backgrounds, information, beneficial ownership, qualifications and committee positions are available in the proxy statement. The company's Board of Directors believes the approval of this proposal is in the best interest of the company stockholders. I will entertain a motion at this time that the following resolution be adopted by the stockholders. Resolved that the following individuals will serve as Class 1 directors on the company's Board of Directors until the 2026 Annual Stockholders' Meeting or until such director's respective successors are elected or appointed and qualified or until such director's resignation or removal. Dante Caravaggio and Joseph V. Salvucci, Jr. Mitch?

Mr. Chairman, I so move.

David?

This is David. I second the motion.

Thank you. Thank you, Mitch. Thank you, David. Thank you. It has been moved and seconded that the resolution for the election of directors is approved. The next order of business is to ratify the appointment of Marcum LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Marcum has served as our independent registered public accounting firm since 2022. Stockholder approval is not necessary for the appointment of Marcum and the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined -- if it determines that such a change would be in the best interest of the company and its stockholders. Still, the company's Board of Directors believes that its sound corporate practice to seek stockholder approval of this proposal and that such approval is in the best interest of the stockholders. I will entertain a motion at this time that the following resolution be adopted by the stockholders. Resolved that Marcum LLP will serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Mitch?

Mr. Chairman, I so move.

David?

This is David, I second the motion.

Thank you, Mitch. Thank you, David. It has been moved and seconded that the resolution for the ratification of auditors is approved. The next order of business is to approve the issuance of our shares of our Class A common stock to White Lion Capital, LLC, pursuant to the common stock agreement dated October 17, 2022, as amended in excess of the exchange cap in accordance with Listing Rule 5635(d) of the NYSE American. This proposal will hereafter be referred to as the NYSE American Issuance. You can find more information about this proposal in the proxy statement. Rule 713 of the NYSE American Company Guide requires stockholder approval in connection with the transaction other than a public offering, involving the sale or issuance by the issuer of common stock or securities convertible into or exchangeable for common stock equal to 20% or more of the common stock or 20% or more of the voting power of such company outstanding before the issuance for a price that is less than the lower of I, the closing price of the common stock immediately preceding the signing of the binding agreement for the issuance of such securities and II, the average closing price of the common stock for the 5 trading days immediately preceding the signing of the binding agreement for the issuance of such securities. The company's Board of Directors believes that the approval of the NYSE American proposal is in the best interest of the company's stockholders. I will entertain a motion at this time that the following resolution be adopted by the stockholders. Resolved that the issuance of our shares of Class A common stock, the White Lion Capital, LLC, a pursuant to a common stock agreement dated October 17, 2022 as amended in excess of the exchange cap in accordance with NYSE American Rule 713(a) is hereby approved. Mitch?

Mr. Chairman, I so move.

David?

This is David. I second the motion. Dante?

Mitch, David, thank you. It has been moved and seconded that the resolution for the NYSE American proposal is approved. The next item for consideration by our stockholders is to transact such other business as properly may come before the annual meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the annual meeting. We will proceed with the vote -- and we will proceed with the vote. Voting. We will now proceed with the vote. Those of you who have already voted on the Internet or by returning your proxy card, do not need to do anything more, unless you wish to change your vote, in which case you may do so now by changing your vote online. Anyone has not voted by proxy and wishes to vote or change their vote via the live webcast, may likewise do so now. We will now pause for 30 seconds to allow investors to vote. [Voting]

[indiscernible] Can you let me know 30 seconds have gone by?

It is just now.

He said just now, I picked it up. You were timing it -- Okay. We have a consensus that's been 30 seconds. Okay. As there are no further submissions, I declare the polls closed as of this date and time. Ms. Smith, as the Inspector of Election for this meeting, will you now report the results of the voting?

Thank you. Prior to the meeting, we tabulated the number of proxies submitted by the stockholders of the company in connection with this meeting. Based upon said tabulations, we report that: one, a plurality of vote from the shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of all nominees for Class I Directors of the Board of Directors; two, a majority of shares present in person or by proxy and entitled to vote at the annual meeting voted to ratify the appointment of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. A majority of the shares present in person and entitled to vote at the Annual Meeting also voted in favor of the NYSE American proposal.

Thank you, Karen. Based on the inspector's report, I declare Item 1, the election of all Class I director nominees to be the Board of Directors. Item 2, the ratification of Marcum LLP as the company's independent registered public accounting firm and Item 3, the approval of the NYSE American proposal. Adjournment of meeting. Because there were sufficient votes for all other proposals, we will not present the fourth proposal described in the proxy statement for adjournment of the meeting. There being no further business, I will entertain a motion that the meeting be adjourned. Mitch?

Mr. Chairman, I move that the meeting be adjourned.

David?

This is David. I second the motion.

Thank you, David. Thank you, Mitch. It has been moved and seconded that this meeting be adjourned. All those in favor, please say aye. [Voting]

Thank you. All those opposed, say no. Thank you. The eyes I have it. I declare this meeting to be adjourned. That concludes the announced formal items on the agenda. Our program for the day has concluded. Thank you, everybody, for attending today's meeting and for your continuing support of EON Resources, Inc. Thank you.