Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio and supporting information comparing the median of the annual total compensation of our employees (including full-time, part-time, seasonal and temporary employees) other than Mr. Cutt, our Chief Executive Officer and Chairman of the Board, as of December 31, 2022 (the date selected to identify the ‘median employee’, as further described below), and the annual total compensation of Mr. Cutt. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K.
For the year ended December 31, 2022, our last completed fiscal year:
• The annual total compensation of our median employee was $117,986.
• The annual total compensation of Mr. Cutt was $6,447,544.
Based on this information, for 2022 the ratio of the annual total compensation of Mr. Cutt to the median of the annual total compensation of all other employees was approximately 55:1.
We selected December 31, 2022, as the date upon which we identified the median employee. We reviewed the Medicare Taxable Earnings as reported on IRS Form W-2 (Box 5) for 2022 for all individuals employed by us on December 31, 2022 (other than Mr. Cutt) and identified the median employee based on Medicare Taxable Earnings.
Once we identified our median employee, we calculated that employee’s annual total compensation for 2022 in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table set forth above. This resulted in an annual total compensation of $117,986 for the identified employee for the year ended December 31, 2022. The total compensation for Mr. Cutt was calculated based on the values included in the Summary Compensation Table set forth above, and was then annualized for 2022, by assuming Mr. Cutt earned a full year of base salary ($772,288) and was paid a full year of STI payment at target achievement ($1,120,980). Mr. Cutt does not participate in the Company’s benefit plans except for the 401(k) plan and imputed income on Company-paid life insurance provided to all employees. We made no material assumptions, adjustments, or estimates to identify the median employee or to determine total compensation, and we did not annualize the compensation for any employees that were not employed by us the entire year (other than for Mr. Cutt, as described above).
We believe that the pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the Securities and Exchange Commission rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
As previously discussed in the CD&A above, our Compensation Committee has focused on implementing executive compensation plans with the goal of tying our NEOs’ realized compensation to the achievement of Gulfport’s financial, operational, and strategic objectives, and aligning executive pay with changes in the value of our shareholders’ returns. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.
| Summary Compensation Table Total for PEO1(1) (Tim Cutt) (b) | Summary Compensation Table Total for PEO2(1) (David Wood) (b) | Compensation Actually Paid to PEO1 (Tim Cutt) (c) | Compensation Actually Paid to PEO2 (David Wood) (c) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs (e) | Value of initial fixed $100 Investment based on:(2) | Net Income ($mm) (h) | Adj. Free Cash Flow(3) (i) |
Year (a) | Total Shareholder Return (f) | Peer Total Shareholder Return (g) |
2022 | $6,447,544 | n/a | $5,787,951 | n/a | $ 974,218(4) | $1,232,477(4) | $101 | $162 | $ 495 | $241 |
2021 | $3,823,399 | $8,942,980 | $4,153,397 | $8,930,695 | $4,004,438(5) | $4,214,026(5) | $ 99 | $116 | ($ 113) | $361 |
2020 | n/a | $2,773,653 | n/a | $1,110,896 | $1,092,898(6) | $ 261,907(6) | n/a | n/a | ($1,625) | $ 41 |
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” (CAP) as reported in the Pay versus Performance Table. The following table details these adjustments:
| Executive(s) | Summary compensation table total ($) | Pension Valuation Adjustments | Equity Award Adjustments |
Year | Deduct change in pension value ($) | Pension service cost adjustment ($) | Prior service cost adjustment ($) | Deduct stock awards ($) | Include year-end equity value ($) | Change in value of prior equity awards ($) | Dividends & Interest Accrued ($) |
2022 | PEO1 | 6,447,544 | N/A | N/A | N/A | (4,546,228) | 3,684,198 | 202,438 | N/A |
PEO2 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Other NEOs | 974,218 | N/A | N/A | N/A | (82,636) | 66,967 | 273,928 | N/A |
2021 | PEO1 | 3,823,399 | N/A | N/A | N/A | (2,788,998) | 3,118,996 | 0 | N/A |
PEO2 | 8,942,980 | N/A | N/A | N/A | 0 | 0 | (12,285) | N/A |
Other NEOs | 4,004,438 | N/A | N/A | N/A | (1,735,147) | 1,949,967 | (5,233) | N/A |
2020 | PEO1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
PEO2 | 2,773,653 | N/A | N/A | N/A | (315,761) | 33,600 | (1,380,596) | N/A |
Other NEOs | 1,092,898 | N/A | N/A | N/A | (86,361) | 9,190 | (753,819) | N/A |
Certain Relationships and Review and Approval of Related Party Transactions
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The Audit Committee, as provided in its charter, reviews and approves related party transactions. The Company does not have a formal set of standards to be substantively applied to each transaction reviewed by the Audit Committee. Instead of a formalized policy, related party transactions are reviewed and judgment is applied to determine whether transactions are in the best interests of the Company. Further, the Company’s Code of Business Conduct and Ethics governs various compliance areas, including conflicts of interest and fair dealings, which are considered in the process of the review and approval of related party transactions.
The Company’s policy is that all its employees and directors, as well as their family members, must avoid any activity that is or has the appearance of conflicting with the Company’s business interest. This policy is included in the Company’s Code of Business Conduct and Ethics posted on its website. Each director and executive officer is instructed to always inform the designated compliance officer when confronted with any situation that may be perceived as a conflict of interest. Only the Board of Directors or a committee consisting solely of independent directors may grant waivers of the provisions of the Code of Business Conduct and Ethics for the Company’s executive officers and directors. In addition, at least annually, each director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest.
Further, under the Audit Committee charter, the Audit Committee is responsible for reviewing and monitoring compliance with our Code of Business Conduct and Ethics and recommending any warranted changes to the Board of Directors. In addition, the Board of Directors and, pursuant to its written charter, the Audit Committee, reviews and approves all relationships and transactions in which the Company and its directors, director nominees and executive officers and their immediate family members, as well as holders of more than 5% of any class of our voting securities and their family members, have a direct or indirect material interest. The Board of Directors and the Audit Committee approve only those transactions that, considering known circumstances, are consistent, or are not inconsistent with, the Company’s best interests, as they determine in the good faith exercise of their discretion.
58 2023 PROXY STATEMENT
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Proposal to Ratify the Appointment of Our Independent Auditors (Proposal 2)
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The Company is asking its stockholders to vote to ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal year ending December 31, 2023. The Audit Committee has appointed Grant Thornton LLP to serve as independent auditors.
What services do the independent auditors provide?
Audit services of Grant Thornton LLP for fiscal year 2022 included an audit of our consolidated financial statements and services related to periodic filings made with the SEC. Additionally, Grant Thornton LLP provided certain services related to the consolidated quarterly reports as described below.
How much were the independent auditors paid in 2022 and 2021?
Grant Thornton LLP’s fees for professional services totaled $942,966 for 2022 and $1,245,054 for 2021. Grant Thornton LLP’s fees for professional services included the following:
• Audit Fees – aggregate fees for audit services, which relate to the fiscal year consolidated audit, quarterly reviews and accounting consultations were $942,966 for 2022 and $1,245,054 for 2021.
• Audit-Related Fees – aggregate fees for audit-related services, consisting of audits in connection with proposed or consummated dispositions, benefit plan audits, other subsidiary audits, special reports, and accounting consultations, were $0 in 2022 and 2021.
• Tax and All Other Fees – there were no tax or other fees for products or services provided by Grant Thornton LLP in addition to the services described above in 2022 and 2021.
Does the Audit Committee approve the services provided by Grant Thornton LLP?
It is our Audit Committee’s policy to pre-approve all audit, audit-related and permissible non-audit services rendered to us by our independent auditor. Consistent with such policy, all fees listed above that we incurred for services rendered by Grant Thornton LLP in fiscal years 2022 and 2021 were pre-approved by our Audit Committee. No non-audit services were provided to us by Grant Thornton LLP in 2022 or 2021.
Will a representative of Grant Thornton LLP be present at the meeting?
Yes, one or more representatives of Grant Thornton LLP will be present at the meeting. The representatives will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from the stockholders.
Has Grant Thornton LLP always served as Gulfport’s independent auditors?
Grant Thornton LLP has served as our independent auditors since 2005.
Vote Required and Board Recommendation
Stockholder ratification of the appointment of our independent auditors is not required by the Bylaws or otherwise. However, we are submitting this proposal to the stockholders as a matter of good corporate practice. Approval of this proposal requires the affirmative vote “for” the proposal of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The persons named as proxies for the Company intend to vote the proxies “FOR” Proposal 2. Abstentions and broker non-votes, if any, will have no effect on the voting results for Proposal 2.
If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent audit firm at any time during the year if it is determined that such change would be in best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR 2023.
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2023 PROXY STATEMENT 59
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Proposal to Approve, on an Advisory, NON-BINDING Basis, the Compensation Paid to the Company’s Named Executive Officers (Proposal 3)
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Pursuant to Section 14A of the Exchange Act, the Company is asking its stockholders to vote to approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as reported in this proxy statement. This is also known as a “Say-On-Pay” vote. The Company’s stockholders are being asked to vote on the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”
This vote is advisory, which means that the vote on executive compensation is not binding on the Company, our Board of Directors or the Compensation Committee. While the vote on executive compensation is solely advisory in nature, our Board of Directors and the Compensation Committee will review and consider the “Say-On-Pay” voting results when making future decisions regarding our executive compensation program.
Stockholders are encouraged to carefully review the “Compensation Discussion and Analysis” section of this proxy statement, which discusses in detail the Company’s compensation policy and compensation arrangements which the Company believes are appropriate and reasonably consistent with market practice and with the long-term interests of the Company and its stockholders. In furtherance of the Company’s goals and objectives, the Compensation Committee, among other things, emphasizes long-term equity awards and annual performance bonuses under the previously implemented Annual Incentive Plan to align our executives’ interests more closely with those of our stockholders and to link a larger portion of our executives’ compensation to the performance of our stock and our operational performance.
We have determined that our stockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Unless this policy changes, the next advisory vote on the compensation of our named executive officers will be at the 2024 Annual Meeting.
Vote Required and Board Voting Recommendation
Proposal 3 requires an affirmative vote “for” the proposal by a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The persons named as proxies for the Company intend to vote the proxies “FOR” Proposal 3. Abstentions and broker non-votes, if any, will have no effect on the voting results for Proposal 3.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 3.
60 2023 PROXY STATEMENT
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PROPOSAL TO APPROVE, ON AN ADVISORY, NON-BINDING BASIS, THE FREQUENCY OF ADVISORY STOCKHOLDER VOTES ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal 4)
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In accordance with the Dodd Frank Act, our Board of Directors is also providing our stockholders with a non-binding advisory vote on whether future advisory votes on executive compensation of the nature reflected in Proposal 4 should be held every year, every two years or every three years. While this vote is non-binding and solely advisory in nature, our Board of Directors and the Compensation Committee will carefully review and consider the voting results when determining the frequency of future advisory votes on executive compensation.
Our Board of Directors believes that a frequency of “every year” for the advisory vote on executive compensation is the appropriate interval for conducting and responding to a Say-On-Pay vote. This approach provides for a frequent input by stockholders on our executive compensation programs and policies and allows our Board of Directors to consider and make any appropriate adjustments to our executive compensation structure on an annual basis. Our stockholders can also bring their specific concerns to the attention of our Board of Directors by communicating them to our Board of Directors following procedures described under “Corporate Governance Matters and Communications with the Board” elsewhere in this proxy statement.
Vote Required and Board Voting Requirements
The enclosed proxy card gives stockholders four choices for voting on this item. Stockholders can choose whether the advisory vote on executive compensation should be conducted every year, every two years or every three years. Stockholders may also abstain from voting on this item. Stockholders are not voting to approve or disapprove the Board of Directors’ recommendation on this item.
Proposal 4 requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote. If one of the voting options is not adopted on an advisory, non-binding basis by the required vote of the stockholders, our Board of Directors will evaluate the votes cast for each of the voting options and will deem the voting option receiving the greatest number of votes to be the voting option approved by stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE OPTION OF “EVERY YEAR” FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
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2023 PROXY STATEMENT 61
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The primary role of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s accounting and financial reporting processes. In doing so, the Audit Committee is responsible for the appointment and compensation of the Company’s independent registered public accounting firm and has oversight for its qualification, independence and performance. The Audit Committee charter guides our duties and responsibilities. The Audit Committee charter, which was last amended during 2021, is available on the Company’s website at www.gulfportenergy.com. As set forth in the charter, management is responsible for the internal controls and accounting and financial reporting processes of Gulfport Energy Corporation. The independent registered public accounting firm is responsible for expressing opinions on the conformity of Gulfport Energy Corporation’s audited consolidated financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. Our responsibilities include monitoring and overseeing these processes.
Our Committee is comprised of four non-employee, independent members of the Board of Directors. No member serves on more than two other public company audit committees. The Board of Directors has determined that all of the members of the Audit Committee are financially literate, and that David Wolf, Jason Martinez and David Reganato are financial experts as that term is defined by the SEC. The members of our Committee are not professionally engaged in the practice of accounting or auditing. The Audit Committee’s considerations and discussions referred to below do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent”.
In the performance of our oversight function, we have reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2022, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting with the management of Gulfport Energy Corporation. We have met with Grant Thornton LLP, the Company’s independent registered public accounting firm, with and without management present. We discussed with Grant Thornton LLP the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC and such other matters as we have deemed to be appropriate, including the overall scope and plans for the audit. We also have received the written disclosures and the letter from Grant Thornton LLP required by the applicable PCAOB requirements regarding the independent accountant’s communications with the Audit Committee concerning independence, and we have discussed with Grant Thornton LLP that firm’s independence from management and the Company. We also reviewed the amount of fees paid to Grant Thornton LLP for both audit and non-audit services. In doing so, we considered whether the provision of non-audit services to the Company was compatible with maintaining the independence of Grant Thornton LLP.
Based on the reports and discussions above, we recommended to the Board of Directors that the audited financial statements be included in the Gulfport Energy Corporation 2022 Annual Report on Form 10K.
This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the this date and irrespective of any general incorporation language in any filing.
This report has been furnished by the Audit Committee of the Board of Directors.
THE AUDIT COMMITTEE
David Wolf, Chairman
Guillermo (Bill) Martinez
Jason Martinez
David Reganato
62 2023 PROXY STATEMENT
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Why am I receiving these materials?
The Board of Directors has sent you this proxy statement and the accompanying proxy card to ask for your vote, as a stockholder of the Company, on certain matters that will be voted on at the Annual Meeting.
Who is soliciting my vote?
The Board of Directors is soliciting your vote at the Annual Meeting. The proposals to be voted on by the Company’s stockholders at the Annual Meeting are described below.
What am I voting on?
You are voting on:
• The election of seven directors to serve until the 2024 Annual Meeting (see Proposal 1 beginning on page 6 of this proxy statement);
• The ratification of Grant Thornton LLP as our independent auditors for the year ended December 31, 2023 (see Proposal 2 beginning on page 59 of this proxy statement);
• The approval, on an advisory, non-binding basis, of the compensation paid to the Company’s named executive officers as described in this proxy statement (see Proposal 3 beginning on page 60 of this proxy statement);
• The approval, on an advisory, non-binding basis, of the frequency of holding an advisory stockholder vote on the compensation paid to the Company’s named executive officers at an interval of “every one year,” “every two years” or “every three years” (see Proposal 4 beginning on page 61 of this proxy statement); and
• Any other business properly coming before the meeting.
How does the Board of Directors recommend that I vote my shares?
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board of Directors. The Board of Directors’ recommendations can be found with the description of each proposal in this proxy statement. In summary, the Board of Directors recommends a vote:
• “FOR” each of our director nominees;
• “FOR” the proposal to ratify Grant Thornton LLP as the Company’s independent auditors for the fiscal year ended December 31, 2023; and
• “FOR” the proposal to approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as described in this proxy statement; and
• “EVERY ONE YEAR” for the advisory, non-binding vote on the frequency of the advisory, non-binding vote on the compensation paid to the Company’s named executive officers.
What is a proxy?
A proxy is your legal designation of another person to vote the shares of common stock that you own. That other person is also referred to as a “proxy.” If you designate someone as your proxy in a written document, that document is called a proxy or a proxy card. We have designated Timothy Cutt, our Chairman, and Patrick Craine, our Chief Legal and Administrative Officer and Corporate Secretary, as the Company’s proxies for the Annual Meeting.
Who is entitled to vote?
You may vote if you were the record owner of our common shares or preferred shares as of the close of business on the record date, which is March 30, 2023. Gulfport had 18,584,561 common shares outstanding as of the record date. Each share of common stock is entitled to one vote. In addition, Gulfport had 52,295 preferred shares outstanding as of the record date. The holders of
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2023 PROXY STATEMENT 63
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Gulfport’s preferred stock are entitled to vote on all matters submitted to the stockholders for a vote, voting together with the holders of the common stock as a single class, on an as-converted basis. Gulfport’s 52,295 preferred shares outstanding as of the record date, on an as-converted basis, totaled approximately 3,735,357 common shares entitled to vote.
In aggregate, as of March 30, 2023, we had 22,319,918 shares entitled to vote, excluding an aggregate of 428,133 shares of restricted stock units and performance-based restricted stock units awarded under our 2021 Stock Incentive Plan, but not yet vested. There is no cumulative voting.
How many votes must be present to hold the Annual Meeting?
Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you return a properly executed proxy by mail. For us to hold our meeting, holders of a majority of the voting power of our outstanding shares of common stock and preferred stock as of the close of business on March 30, 2023, must be present in person or by proxy at the Annual Meeting. This is referred to as a “quorum.” Votes withheld and abstentions will be counted for purposes of establishing a quorum at the Annual Meeting. Broker non-votes, if any, will not be counted for purposes of establishing a quorum at the Annual meeting (see “What is the effect of abstentions, withhold votes and broker non-votes?” below)
What vote is required to elect directors (Proposal 1)?
The election of directors at the Annual Meeting will be conducted under a majority of the votes cast standard. This means that with respect to each director nominee, the number of votes cast “for” the director nominee must exceed the number of votes cast “against” the nominee. Abstentions will have no effect on the outcome of the election.
What vote is required to approve, on an advisory, non-binding basis, the ratification of the appointment of the Company’s independent auditor (Proposal 2)?
The proposal to approve, on an advisory, non-binding basis, the appointment of Grant Thornton LLP as Gulfport’s independent auditor for the year ending December 31, 2023, will be adopted if a majority of the votes present in person or by proxy and voting on this matter are cast “for” the proposal. You may vote “for,” “against” or “abstain” from approving the proposal. Abstentions will have no effect on the outcome of the proposal.
What vote is required to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (Proposal 3)?
The proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers will be adopted if a majority of the votes present in person or by proxy and voting on this matter are cast “for” the proposal. You may vote “for,” “against” or “abstain” from approving the proposal. Abstentions will have no effect on the outcome of the proposal.
What vote is required to approve, on an advisory, non-binding basis, the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers (Proposal 4)?
With respect to the proposal to approve, on an advisory, non-binding basis, the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, stockholders will be able to choose among four options; namely, whether future stockholder votes to approve executive compensation should occur every year, every two years or every three years, or whether the stockholder abstains from voting. The affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote in favor of one of the voting options contemplated by Proposal 4 is required to approve, on an advisory, non-binding basis, Proposal 4. If one of the voting options is not adopted by the required vote of the stockholders, our Board of Directors will evaluate the votes cast for each of the voting options and will deem the voting option receiving the greatest number of votes to be the voting option approved by the stockholders.
What is the effect of abstentions, withhold votes and broker non-votes?
If you specify that you wish to “abstain” or “withhold” from voting on an item, then your shares will not be voted on that item.
Because the votes cast in favor of each director nominee must exceed the votes cast against such nominee under Proposal 1 and because the votes cast in favor of the action must exceed the votes cast opposing the action in order to approve Proposals 2, 3 and 4 at the Annual Meeting, abstentions will not have an effect on the outcome of those proposals.
64 2023 PROXY STATEMENT
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A “broker non-vote” occurs when a beneficial holder does not provide instructions to a broker and such broker lacks discretionary voting power to vote shares with respect to a particular proposal. Under NYSE rules, brokers are permitted to exercise discretionary voting authority on “routine” matters, but beneficial owners of shares must provide voting instructions to their brokers with respect to “non-routine” matters for their brokers to exercise voting authority with respect to such shares on such matters. Under NYSE rules, the proposal to approve the appointment of an independent auditor is considered a “routine” matter. This means that brokers may vote in their discretion on Proposal 2 on behalf of clients who have not furnished voting instructions with respect to such proposal. In contrast, Proposals 1, 3 and 4 are “non-routine” matters. This means brokers that have not received voting instructions from their clients on these proposals may not vote on these proposals in their own discretion, which results in “broker non-votes.”
Who is a registered stockholder and who is a beneficial stockholder?
Registered Stockholders: A “registered stockholder” is a person or entity whose name appears in the Company’s registered list of stockholders as an owner of one or more shares of the Company’s common stock or preferred stock. If you are a registered stockholder, these proxy materials are being sent directly to you.
Beneficial Stockholders: A “beneficial stockholder” or “beneficial owner” is a person or entity whose shares of the Company’s common stock or preferred stock are held by a bank, broker or other nominee (a.k.a. in “street name”). Most holders of our common stock hold their shares beneficially through a bank, broker or other nominee rather than of record directly in their own name. If you are a beneficial stockholder, these proxy materials are being forwarded to you by your bank, broker or other nominee, who is considered the registered stockholder of those shares. As the beneficial stockholder, you have the right to direct your bank, broker or other nominee on how to vote your shares and you are also invited to attend the Annual Meeting. Your bank, broker or other nominee has provided a voting instruction form for you to use in directing your bank, broker or other nominee as to how to vote your shares. You must follow these instructions for your shares to be voted. Your nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker will be able to vote your shares at its discretion with regard to Proposal 2, but will not be able to vote your shares at its discretion with respect to Proposals 1, 3 and 4.
How do I vote?
Registered Stockholders: If you are a “registered stockholder,” you can vote your shares in the following four ways:
• By Internet: You may vote by submitting a proxy over the Internet. Go to the website listed on your proxy card or voting instruction form and follow the instructions. You should have your proxy card, including your control number, in hand when you access the website.
• By Telephone: Stockholders located in the United States who receive proxy materials by mail may vote by submitting a proxy by telephone by calling the toll-free telephone number on the proxy card or voting instruction form and following the instructions.
• By Mail: If you received proxy materials by mail, you may vote by submitting a proxy by mail by completing, signing and dating the proxy card and mailing it in the enclosed, postage pre-paid envelope.
• In Person: You may attend in person and vote at the Annual Meeting.
Beneficial Stockholders: If you are a “beneficial stockholder,” then you will receive instructions from your bank, broker or other nominee on how to vote your shares. If you are a “beneficial stockholder,” you will need proof of ownership to be admitted to the Annual Meeting.
Can I change my vote?
You may change your vote by revoking your proxy at any time before it is exercised, which can be done by voting during the meeting, by delivering a new proxy or by notifying the inspector of election in writing. If your shares are held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy. The address for the inspector of election is Computershare Trust Company, N.A, 250 Royall Street, Canton, MA 02021.
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2023 PROXY STATEMENT 65
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Who counts the votes?
We have hired Computershare Trust Company, N.A., our transfer agent, to act as the tabulation agent and count the votes represented by proxies cast by mail or ballot. Employees of Computershare Trust Company, N.A. will act as inspectors of election.
Could other matters be decided at the Annual Meeting?
We have not received any stockholder proposals and are not aware of any other matters that are expected to come before the Annual Meeting other than those described in this proxy statement. If any other matter should be presented at the Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Board will be voted at the discretion of the person or persons named as proxies on the enclosed proxy card.
How can I attend the Annual Meeting in person?
Registered stockholders will be asked to present a valid government-issued photo identification. If your shares are held in the name of your broker, bank or other nominee, you must bring to the meeting a valid government-issued photo identification and an account statement or letter (and a legal proxy if you wish to vote your shares) from the nominee indicating that you beneficially owned the shares on the record date for voting.
How can I access the Company’s proxy materials and annual report?
We have elected, in accordance with the Securities and Exchange Commission’s “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders and to post our proxy statement and the Company’s 2022 Annual Report on Form 10-K (collectively, the “proxy materials”) electronically. The Notice is first being mailed to our stockholders on or about April 14, 2023. The proxy materials will first be made available to our stockholders on or about the same date. The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so. Additionally, the Notice of the Annual Meeting, this proxy statement and the Company’s 2022 Annual Report on Form 10-K to Stockholders are available electronically on the Company’s website at www.gulfportenergy.com/proxy.
Where can I find the results of the Annual Meeting?
We intend to announce preliminary voting results at the Annual Meeting and intend to publish final results in a Current Report on Form 8-K, which we will file with the SEC within four business days after the Annual Meeting.
66 2023 PROXY STATEMENT
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Availability of Form 10-K and Annual Report to Stockholders
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SEC rules require us to provide an Annual Report to stockholders who receive this proxy statement. Additional copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including the financial statements and the financial statement schedules, are available without charge to stockholders upon written request to Director of Investor Relations, Gulfport Energy Corporation, 713 Market Drive, Oklahoma City, Oklahoma 73114 or via the Internet at www.gulfportenergy.com. We will furnish the exhibits to our Annual Report on Form 10-K upon payment of our copying and mailing expenses.
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2023 PROXY STATEMENT 67
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The SEC permits a single Notice or set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family, unless instructions have been received to the contrary. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces our mailing and printing expenses.
If you would like to receive your own Notice or set of the annual report and proxy statement this year or in future years, follow the instructions described below, and we will promptly deliver a separate copy to you. Similarly, if you share an address with another Gulfport stockholder and together both of you would like to receive in the future only a single Notice or annual report and proxy statement, follow the instructions below:
• If your shares of our common stock are registered in your own name, please contact our transfer agent, Computershare Trust Company, N.A., and inform them of your request by calling their toll-free number: (877) 373-6374 or by mail: Computershare Trust Company, N.A., 150 Royall Street, Suite 101, Canton, MA 02021.
• If a broker or other nominee holds your shares, please contact your broker or nominee.
68 2023 PROXY STATEMENT
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Submission of Future Stockholder Proposals
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Under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), a stockholder who intends to present a proposal for business at the 2024 Annual Meeting and who wishes the proposal to be included in the proxy statement and form of proxy for that meeting must submit the proposal in writing to our Corporate Secretary no later than December 12, 2023. The proposal must comply with the requirements of Rule 14a-8 under the Exchange Act and our Bylaws to be eligible for inclusion in the Company’s proxy materials.
If a stockholder wishes to submit a proposal for business or nomination of directors at the 2024 Annual Meeting other than in reliance on Rule 14a-8, in order for such proposal to be considered timely pursuant to our Charter and Bylaws, the stockholder’s notice must be delivered to or mailed and received by the Corporate Secretary at the principal executive offices of the Company not less than 60 days nor more than 90 days prior to May 24, 2024 (i.e., the first anniversary of the 2023 Annual Meeting). Accordingly, the stockholder’s notice must be delivered to or mailed and received by the Corporate Secretary not later than March 25, 2024 and not earlier than February 24, 2024. However, in the event that the date of the 2024 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from May 24, 2024, notice by the stockholder to be timely must be received not earlier than 120 days prior to the 2024 Annual Meeting, and not later than the close of business on the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting was first made. At present, the Company has not announced a meeting date for the 2024 Annual Meeting. The Company expects to announce the date of the 2024 Annual Meeting and provide formal notice in 2024.
In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide a notice to our Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 25, 2024.
You can obtain a copy of the Charter and Bylaws by writing to the Corporate Secretary at the address below, or from the SEC website at www.sec.gov (the Charter and Bylaws are filed as exhibits to our latest report on Form 10-K filed with the SEC on March 1, 2023).
All written proposals and inquiries for copies of the Charter and Bylaws should be directed to Patrick Craine, our Chief Legal and Administrative Officer and Corporate Secretary, at Gulfport Energy Corporation, 713 Market Drive, Oklahoma City, Oklahoma 73114.
72 2023 PROXY STATEMENT
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C123456789 000004 ENDORSEMENT_LINE SACKPACK 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59pm, Central Time, on May 23, 2023. Online Go to www.envisionreports.com/GPOR or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/GPOR Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2023 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends you vote FOR each of the director nominees listed in proposal 1, FOR proposals 2 and 3, and 1 YEAR for proposal 4. 1. To elect seven directors to serve until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified (the Election of Directors Proposal or Proposal 1). For Against Abstain 01 - Timothy J. Cutt 04 - Jason Martinez 07 - Mary Shafer-Malicki 02 - David Wolf 05 - David Reganato 03 - Guillermo (Bill) Martinez 06 - John Reinhart For Against Abstain 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 (the Auditors Ratification Proposal or Proposal 2). For Against Abstain 3. To approve, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers as described in this proxy statement (the Say-On-Pay Proposal or Proposal 3). For Against Abstain 4. To approve, on an advisory, non-binding basis, the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers (the Say on Frequency Proposal or Proposal 4). 1 Year 2 Years 3 Years Abstain B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 5 7 3 9 1 9 03SIZE
2023 Annual Meeting Admission Ticket 2023 Annual Meeting of Gulfport Energy Corporation shareholders May 24, 2023, 9:00 am CT at 713 Market Drive, Oklahoma City, OK 73114. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/GPOR Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/GPOR IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Gulfport Energy Corporation Notice of 2023 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 24, 2023 The undersigned hereby appoints Timothy J. Cutt and Patrick K. Craine (together, the “Proxies”), and each of them, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote at the Annual Meeting of Shareholders of Gulfport Energy Corporation (the “Company”) to be held on May 24, 2023 at 9:00 a.m. Central Time and at any adjournments and postponements thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxies’ discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the 2023 Notice of Annual Meeting and accompanying Proxy Statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1, FOR EACH OF THE PROPOSALS 2 AND 3, 1 YEAR ON PROPOSAL 4, AND IN ACCORDANCE WITH THE BOARD OF DIRECTOR’S RECOMMENDATION. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. IMPORTANT – PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. THANK YOU FOR VOTING. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.