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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): February 21, 2023

Evolution Petroleum Corporation

(Exact name of registrant as specified in its charter)

001-32942

(Commission File Number)

Nevada

41-1781991

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

1155 Dairy Ashford Road, Suite 425, Houston, Texas

77079

(Address of Principal Executive Offices)

(Zip Code)

(713) 935-0122

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

    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, $0.001 par value

EPM

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Evolution Petroleum Corporation (the "Company") announced that the Board of Directors has appointed J. Mark Bunch as Chief Operating Officer.

Mr. Bunch, 64, has been providing consulting services to the Company since 2016. From 2020 until he joined the Company, Mr. Bunch was a Senior Vice President and founding partner with Alamo Resources III, LLC. Since 2016, Mr. Bunch has also provided consulting services to upstream energy companies through his wholly-owned firm, Dantoria Energy, LLC. In 2017, he was associated with Camber Energy, Inc. as Senior Vice President, Engineering and Operations. From 2012 to 2016, he was Asset Manager for Davis Petroleum Corp. From 2007 to 2012, he was Chief Operating Officer and founding partner of Mecom Oil, LLC. From 1999 to 2007, he was Vice President for Huddleston & Co., Inc. From 1993 to 1999, he was Engineering Manager for Petrocorp Inc. Prior to 1992, Mr. Bunch was employed by Arco Oil and Gas Company. Mr. Bunch is a registered professional engineer in Texas and earned a B.S. in Petroleum Engineering from Texas A&M University in 1981.

The Company has entered into an offer letter with Mr. Bunch setting forth his compensation terms as Chief Operating Officer, including a base annual salary of $305,000. Additionally, the offer letter provides that on or about February 21, 2023 (the “Effective Date”), Mr. Bunch will be awarded a sign-on bonus consisting of 80,000 restricted shares of the Company’s common stock, vesting on a pro rata basis annually over a period of four years on the anniversary of Mr. Bunch’s Effective Date. The offer letter further provides that Mr. Bunch will be eligible to participate in the Company’s annual short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”). Eligibility for fiscal 2023 will be prorated for from the Effective Date. Mr. Bunch’s annual STIP award for 2023 will have a target of 75% of his base salary and will be subject to achievement of certain individual and audited performance goals. Mr. Bunch’s annual LTIP award for 2023 will be 100% of his base salary, approximately one-third of which will be time vested shares with the remaining shares subject to performance goals.

Mr. Bunch does not have any family relationship with any director or other executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer. In addition, there are no transactions in which Mr. Bunch had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.

Description

99.1

Evolution Petroleum Corporation Press Release dated February 23, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

Evolution Petroleum Corporation (Registrant)

Date: February 23, 2023

By:

/s/ RYAN STASH

Name:

Ryan Stash

Title:

Senior Vice President and Chief Financial Officer

EXHIBIT 99.1

Graphic

Evolution Petroleum Announces Appointment of New Chief Operating Officer

HOUSTON, TX / ACCESSWIRE / February 23, 2023 / Evolution Petroleum (NYSE American:EPM) ("Evolution" or the "Company") today announced that the Board of Directors has appointed J. Mark Bunch as Chief Operating Officer, a newly created position intended to broaden the Company’s management team and support their ongoing efforts focused on enhancing near- and long-term value for shareholders.

Kelly Loyd, President and Chief Executive Officer of the Company, stated “We are thrilled to welcome Mark to the Evolution team. His extensive operational and managerial experience as well as vast relationships in the energy industry make him a highly valuable addition to the management team. In this new role, Mark, with his technical expertise, will drive efforts to maximize the value of Evolution’s existing cash flow producing properties, build strategic relationships with our operating partners and be instrumental to realizing our strategic vision as we evaluate and prudently execute on targeted future growth opportunities.”

Mr. Bunch said, “I look forward to teaming up with the talented staff at Evolution to help the Company achieve its strategic goals.”

Mr. Bunch has more than 40 years of experience in the oil and gas industry. Prior to joining the Company and since 2020, Mr. Bunch was a Senior Vice President and founding partner of Alamo Resources III, LLC. Additionally, since 2016 he has provided independent consulting services to a variety of upstream energy companies, including Evolution, through his wholly-owned firm, Dantoria Energy, LLC. From 2012 to 2016, he served as Asset Manager at Davis Petroleum Corp. Mr. Bunch began his oil and gas career in 1981 at Arco Oil and Gas Company where he held positions of increasing responsibility in reservoir and production engineering. Mr. Bunch is a registered professional engineer in Texas and earned a B.S. in Petroleum Engineering from Texas A&M University in 1981.

About Evolution Petroleum

Evolution Petroleum Corporation is an independent energy company focused on maximizing total returns to its shareholders through the ownership of and investment in onshore oil and natural gas properties in the United States. The Company's long-term goal is to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisition and through selective development, production enhancement, and other exploitation efforts on its oil and natural gas properties. Properties include non-operated interests in the Delhi Holt-Bryant Unit in the Delhi Field in Northeast Louisiana, a CO2 enhanced oil recovery project; non-operated interests in the Hamilton Dome Field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the reservoir; non-operated interests in the Barnett Shale located in North Texas, a natural gas producing shale reservoir; non-operated interests in the Williston Basin in North Dakota, a producing oil and natural gas reservoir; non-operated interests in the Jonah Field in Sublette County, Wyoming; and small overriding royalty interests in four onshore Texas wells. Additional information, including the Company's annual report on Form 10-K and its quarterly reports on Form 10-Q, is available on its website at www.evolutionpetroleum.com.


Cautionary Statement

All forward-looking statements contained in this press release regarding current expectations, potential results and future plans and objectives of the Company involve a wide range of risks and uncertainties. Statements herein using words such as "believe," "expect," "plans," "outlook," "should," "will," and words of similar meaning are forward-looking statements. Although the Company’s expectations are based on business, engineering, geological, financial, and operating assumptions that it believes to be reasonable, many factors could cause actual results to differ materially from its expectations and can give no assurance that its goals will be achieved. These factors and others are detailed under the heading "Risk Factors" and elsewhere in our periodic documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.

Company Contacts

Kelly Loyd, President and Chief Executive Officer

Ryan Stash, Senior Vice President & Chief Financial Officer

(713) 935-0122

KLoyd@evolutionpetroleum.com

RStash@evolutionpetroleum.com