PED 8-K
Pedevco Corp (PED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Restricted Stock Awards
On January 23, 2025, PEDEVCO Corp. (the “Company”, “we” and “us”) issued, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, and in connection with the Company’s 2024 year annual compensation review, an aggregate of 1,844,118 shares of restricted Company common stock and options to purchase an aggregate of 464,000 shares of restricted Company common stock under the Company’s 2021 Equity Incentive Plan, as amended to date (the “Plan”), in consideration for services rendered, and to be rendered, by various officers and employees of the Company. The Plan has been registered on a Form S-8 Registration Statement previously filed by the Company.
Included as part of the issuances was the issuance of:
(A) | 190,000 shares to Mr. Paul Pinkston, the Company’s Chief Accounting Officer, which shares vest at the rate of (i) 1/3 of such shares on the ten (10) month anniversary of the January 23, 2025 grant date (the “Grant Date”); (ii) 1/3 on the twenty-second (22nd) month anniversary of the Grant Date; and (iii) 1/3 on the thirty-fourth (34th) month anniversary of the Grant Date (collectively, the “Vesting Terms”), subject to Mr. Pinkston’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Pinkston; | |
(B) | 350,000 shares to Dr. Simon G. Kukes, the Executive Chairman of the Company, all of which are subject to the Vesting Terms, subject to Dr. Kukes’ continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Dr. Kukes; | |
(C) | 500,000 shares to Mr. J. Douglas Schick, the President and Chief Executive Officer of the Company, all of which are subject to the Vesting Terms, subject to Mr. Schick’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Schick; | |
(D) | 350,000 shares to Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company, all of which are subject to the Vesting Terms, subject to Mr. Moore’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Moore; | |
(F) | 294,118 shares to Mr. Jody Crook, the Chief Commercial Officer of the Company, all of which are subject to the Vesting Terms, subject to Mr. Crook’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and Mr. Crook; | |
(G) | 160,000 shares to certain other non-executive employees of the Company, all of which are subject to the Vesting Terms, subject to such recipient’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into between the Company and each such recipient; and | |
(H) | five year options to purchase 464,000 shares of restricted Company common stock with an exercise price of $0.85 per share to certain other non-executive employees of the Company, all of which are subject to the Vesting Terms, subject to such recipient’s continued service to the Company on such vesting dates, and subject to the terms and conditions of a Stock Option Grant Agreement entered into between the Company and each such recipient. |
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The description of the restricted stock awards and options above is not complete and is qualified in its entirety by the form of Restricted Shares Grant Agreement and form of Stock Option Agreement for the awards granted on January 23, 2025, which are incorporated by reference herein as Exhibit 10.3 and 10.4, and which are incorporated by reference into this Item 5.02 in their entirety.
(e) Annual Cash Bonuses
On January 23, 2025, after recommendation by the Compensation Committee of the Company’s Board of Directors, the Board of Directors of the Company, in connection with the Company’s 2024 year annual compensation review, approved cash bonuses for (i) Mr. Paul Pinkston, the Company’s Chief Accounting Officer, in the amount of $50,000, (ii) Mr. J. Douglas Schick, the President and Chief Executive Officer of the Company, in the amount of $130,000, (iii) Mr. Clark R. Moore, the Executive Vice President, General Counsel and Secretary of the Company, in the amount of $120,000, and (iv) Mr. Jody Crook, the Chief Commercial Officer of the Company, in the amount of $100,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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| First Amendment to PEDEVCO Corp. 2021 Equity Incentive Plan* (2) | |
| PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement * (3) | |
| PEDEVCO Corp. 2021 Equity Incentive Plan Form of Stock Option Grant Agreement * (3) | |
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| Inline XBRL for the cover page of this Current Report on Form 8-K |
*Indicates management contract or compensatory plan or arrangement.
(1) Filed on September 1, 2021, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).
(2) Filed on August 30, 2024, as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference (File No. 001-35922).
(3) Filed on September 1, 2021, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-259248).
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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.
| PEDEVCO CORP. |
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Date: January 27, 2025 | By: | /s/ J. Douglas Schick | |
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| J. Douglas Schick |
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| President and Chief Executive Officer |
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