PEDEVCO doubles equity incentive pool at August 27 annual meeting
The late-summer US annual meeting season brought a governance vote to Houston on August 27. PEDEVCO Corp. (NYSE American: PED) cleared all five proposals that day: stockholders approved the Third Amendment to the company's 2021…
Key takeaways
- PEDEVCO Corp. (NYSE American: PED) stockholders approved all five proposals at its August 27, 2026 annual meeting in Houston.
- The Third Amendment to the 2021 Equity Incentive Plan doubled the aggregate share ceiling from 900,000 to 1,800,000 shares, passing 12,007,528.1 shares to 223,854.4.
- The amendment also raised both the incentive stock option sub-limit and the per-recipient award cap from 900,000 to 1,800,000 shares each.
- All six director nominees—Josh Schmidt, J. Douglas Schick, John K. Howie, Martyn Willsher, Edward Geiser, and Kristel Franklin—were elected by plurality to one-year terms with no opposition.
- Weaver and Tidwell, L.L.P. was ratified as independent auditors for the fiscal year ending December 31, 2026, by 12,253,840.5 votes to 17,116.
The late-summer US annual meeting season brought a governance vote to Houston on August 27. PEDEVCO Corp. (NYSE American: PED) cleared all five proposals that day: stockholders approved the Third Amendment to the company's 2021 Equity Incentive Plan, doubling the aggregate share ceiling from 900,000 to 1,800,000 shares, while returning all six director nominees to the board and ratifying the existing audit firm. The equity plan vote carried 12,007,528.1 shares in favour against 223,854.4 opposed, on a quorum of approximately 92.3 percent of outstanding voting shares.
The amendment also raised the incentive stock option sub-limit and the per-recipient award cap from 900,000 to 1,800,000 shares in each case. The board first approved the changes on July 9, 2026, on a Compensation Committee recommendation, with stockholder ratification as a condition. Material terms were disclosed in the company's definitive proxy statement filed with the SEC on July 15, 2026, and the amendment became effective the moment stockholder consent was recorded on August 27. The 2021 Plan as amended covers incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, and performance units and shares.
On the remaining ballot items, Weaver and Tidwell, L.L.P. was ratified as independent auditors for the fiscal year ending December 31, 2026, by 12,253,840.5 votes to 17,116. The non-binding say-on-pay resolution drew 12,041,407.1 shares in favour and 197,150.4 against. On the advisory frequency question, the one-year option received 12,229,445.1 shares; two-year drew 1,952.4 and three-year drew 2,963.
All six director nominees were elected by plurality to one-year terms: Josh Schmidt, J. Douglas Schick, John K. Howie, Martyn Willsher, Edward Geiser, and Kristel Franklin. No opposition nominees were put forward. Kristel Franklin drew the highest in-favour tally at 12,227,629.1 shares; John K. Howie drew the lowest at 11,955,104.1. The 12,270,991.5 shares present at the meeting represented approximately 92.3 percent of the 13,290,902 shares outstanding as of the June 30, 2026 record date.
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