Epsilon Energy Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 21, 2025

EPSILON ENERGY LTD.

(Exact name of registrant as specified in charter)

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500 Dallas St., Suite 1250

Houston, Texas 77002

(Address of principal executive offices, including zip code)

(281) 670-0002

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐       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:

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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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

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Epsilon held its 2025 Annual General Meeting of shareholders on May 21, 2025. Of the 22,017,405 shares of the Company’s common shares issued and outstanding as of the record date and entitled to vote at the 2025 Meeting, 14,722,667 shares, or approximately 67%, were represented at the meeting in person or by proxy, constituting a quorum. At the 2025 Meeting, the Company’s shareholders were requested to (1) set the number of directors to be elected at the 2025 Meeting at six; (2) elect six directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2026 Annual General Meeting of shareholders; (3) re-appoint BDO USA, P.C. as auditors of the Company for the ensuing year; and (4) have a non-binding advisory vote on the compensation paid to the Company’s named executive officers during 2024.

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Proposal 1:The Company’s shareholders voted to set the number of directors to be elected at the meeting at six. The voting results were as follows:

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Proposal 2:Each of the director nominees up for election were elected for a term of office expiring at the Company’s 2026 Annual General Meeting of shareholders. Votes regarding the election of these directors were as follows:

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Proposal 3:The Company’s shareholders approved the appointment of BDO USA, P.C. as auditors for the Company for the fiscal year ending December 31, 2025. The voting results were as follows:

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Proposal 4:The Company’s shareholders voted in favor of the compensation paid to the Company’s named executive officers during 2024. The voting results were as follows:

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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