DEF 14A: Vitesse Energy Sets Date for 2024 Annual Stockholders Meeting

Vitesse Energy, Inc. announces its 2024 Annual Meeting of Stockholders to be held virtually on May 2, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Vitesse Energy, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 2, 2024, at 9:00 a.m. Mountain Time.
• Stockholders of record as of March 5, 2024, are entitled to vote at the meeting.
• The meeting's agenda includes the election of seven directors to serve until the 2025 annual meeting, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and any other business that may properly come before the meeting.
• The proxy materials, including the notice of the annual meeting, proxy statement, and the Annual Report on Form 10-K for the year ended December 31, 2023, are available online at www.virtualshareholdermeeting.com/VTS2024.
• Stockholders can vote their shares via the Internet, telephone, or mail in advance of the meeting, or electronically during the meeting.

Sentiment

Score: 7

Explanation: The document is a routine corporate communication with a neutral to slightly positive sentiment due to the invitation and expression of gratitude to stockholders.

Positives

• The virtual meeting format provides expanded access, improved communication, and cost savings for stockholders and the company.
• Stockholders have multiple options for voting, including online, telephone, and mail.
• The Board recommends voting for the election of each director nominee and for the ratification of Deloitte as the company's auditor.

Risks

• Failure to provide specific voting instructions to brokers may result in shares not being voted on the election of directors.
• The Tax Matters Agreement prohibits Vitesse and its affiliates from taking certain actions that could cause the Spin-Off or other related transactions to fail to qualify for their intended tax treatment, which could limit the company's strategic flexibility.

Future Outlook

The document outlines the agenda and procedures for the upcoming annual meeting, focusing on governance and operational continuity.

Management Comments

• Robert W. Gerrity, Chairman and Chief Executive Officer, expresses pleasure in inviting stockholders to the 2024 Annual Meeting.
• The company believes that hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and us and enables stockholder participation from any location around the world.

Industry Context

This announcement is a standard corporate governance procedure for publicly traded companies, ensuring compliance with SEC regulations and providing stockholders with the opportunity to participate in key decisions.

Comparison to Industry Standards

• The director compensation policy is in line with industry standards, with an annual cash retainer of $125,000 and an annual equity grant equal to $125,000 in the form of restricted stock units that vest approximately one-year after grant on the day immediately prior to the date of our annual meeting.
• The Lead Independent Director receives an additional cash retainer of $25,000.

Related Party Transactions

• Vitesse engaged Jefferies LLC, an affiliate of Jefferies, as a financial advisor with respect to the Spin-Off for a fee of $3.0 million and reimbursement of expenses.
• Mr. Friedman, a member of our Board, is an indirect limited partner of Jefferies Capital Partners and the President of Jefferies.
• Mr. Gerrity, who is our Chairman and our Chief Executive Officer, and Mr. Cree, who is our President, collectively held 100% of the equity interests in 3B Energy, LLC.
• Adam Cree, the son of Mr. Cree, our President, is a non-executive employee of the Company.
• Dane Roybal, the stepson of Mr. Gerrity, our Chief Executive Officer, is a non-executive employee of the Company.
• Linda Adamany, Brian Friedman and Joseph Steinberg, who are members of our Board, also serve on the Jefferies board of directors and received shares of Vitesse as a result of their service on the Vitesse Board.

Stakeholder Impact

• Stockholders have the opportunity to vote on key decisions affecting the company's governance and direction.
• Employees are affected by the company's compensation policies and practices.
• The company's performance and governance impact its relationships with customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote their shares in advance of the Annual Meeting.
• The company will proceed with the Annual Meeting on May 2, 2024.
• The Board will continue to oversee the company's operations and governance.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Deloitte & Touche, Voting, Vitesse Energy, Governance