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.
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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.
(d) Exhibits.
The following exhibits are filed or furnished herewith.
Exhibit
Number Description
99 Press Release of Empire Petroleum Corporation dated May 3,
2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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