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

Good afternoon. It is my pleasure to welcome you to the 2025 Annual Meeting of the Stockholders of EON Resources Inc. I am Dante Caravaggio, Chief Executive Officer and member of the Board of Directors for the company, and I will act as Chairperson 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 September 29, 2025. We are not going to discuss our big beautiful deal that occurred on September 9 that greatly improved our company and everything about us because we already did this on a call and posted 3 PowerPoints on our website along with a shareholder letter, so all of you could digest that. We will bring it up again in a Q&A that we always participate in, in the next earnings call, which will nominally occur in another 4 weeks when we announce Q3. However, we always take e-mails and calls made starting with our public relations manager, Mike Porter. So if we say something today and you want an answer to a question, you're going to have to go through that route, because we did not program Q&A for today's event. We will conduct the formal part of the meeting where we will be voting upon 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. You may use Click Here to vote your proxy, if you wish to vote or change your prior vote during this meeting. We will not be taking questions during the meeting. But as I said, we will in 4 weeks when we review earnings. 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. The Secretary will now report to you regarding the notice.

Mr. Chairman, the proxy statement was mailed on or about September 29, 2025, and to each stockholder of record as of the close of business on September 29, 2025, which is 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 this meeting will be filed with the records of this 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.

Okay. Thank you, David. I'm now going to cover the topics of introduction of the inspector and report of stockholder representation and the determination of quorum. 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 the total. Ms. Smith, do you have a count on the number of shares represented in person a live audio-only webcast or by proxy at the meeting?

Mr. Chairman, of the shares of common stock of the company outstanding on September 29, 2025, 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 shareholders 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 properly constituted for the transaction of business. Matters to be voted on. We can now proceed with the next order of business, which is to elect 3 Class II directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are elected or appointed and qualified. The Class II director nominees are each current members of the Board of Directors, Mitchell B. Trotter, Joseph V. Salvucci, Sr. and Byron Blount. The nominees' background, information, beneficial ownership, qualifications and committee positions are available in the proxy statement. The company's Board of Directors believes that approval of this 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 following individuals will serve as Class II directors on the company's Board of Directors until the 2027 Annual Stockholders' Meeting or until such director's respective successors are elected or appointed and qualified or until any such director's resignation or removal. Mitchell B. Trotter, Joseph V. Salvucci Sr. and Byron Blount.

Mr. Chairman, I so move.

I second the motion.

Thank you both. 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 CBIZ CPAs P.C. to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. CBIZ has served as our independent registered public accounting firm since 2023. Stockholder approval is not necessary for the appointment of CBIZ 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 determines that such change would be in the best interest for the company and its stockholders. Still, the company's Board of Directors believes that it is 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 CBIZ CPAs P.C. will serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Mr. Chairman, I so move.

And I second the motion.

Thank you both. Thank you. 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 EON Resources, Inc. 2025 Omnibus Incentive Plan. This proposal will hereafter we referred to as the incentive plan proposal. You can find more information about this proposal in the proxy statement. The company's Board of Directors believes that approval of the incentive plan proposal is in the best interest of the company and its stockholders. I will entertain a motion at this time that the following resolution be adopted by the stockholders. Resolved at the EON Resources, Inc. 2025 Omnibus Incentive Plan this hereby approved.

Mr. Chairman, I so move.

I second the motion.

Thank you both again. It has been moved and seconded that the resolution for the incentive plan proposal is approved. The next item for consideration by our stockholders is to transact such other business as properly may come up 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 and we will proceed with the vote. So under 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 who 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 or change your vote. [Voting]

So I've done about 15 seconds. So I'm going another 15 seconds. [Voting]

Okay. I've got 30 seconds. And again, we're not trying to rush anybody, but it doesn't take much time if somebody wants to vote or change your vote. 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, please?

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 set tabulations, we report the following: a plurality of votes from shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of all nominees for Class II directors of the Board of Directors. Second, a majority of the shares present in person or by proxy and entitled to vote at the annual meeting voted to ratify the appointment of CBIZ CPAs P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. And finally, a majority of the shares present in person or by proxy and entitled to vote at the annual meeting voted in favor of the incentive plan proposal.

Thank you, Karen. Based on the inspector's report, I declare the election of all Class II director nominees to the Board of Directors the ratification of CBIZ CPA P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. And finally, the approval of the EON Resources, Inc. 2025 Omnibus Incentive Plan. I'm now going to cover the adjournment of the meeting. Because there were sufficient votes for all 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.

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

I second that motion.

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

Aye.

Aye.

All those opposed, please say no. The ayes have it. I declare this meeting to be adjourned. This concludes the announced formal items on the agenda. Our program for the day has concluded. I want to thank all of you for attending today's meeting and for your continued support of EON Resources, Inc. We look forward to you to participate in our next call on earnings in roughly 4 weeks where we will open it up for Q&A. Thank you all, and have a good day.