GULFPORT ENERGY CORP (GPOR)
Sector: Energy
2026 Annual Meeting Analysis
GULFPORT ENERGY CORP · Meeting: May 27, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Six Directors to Serve Until the Company's 2027 Annual Meeting of Stockholders
Cutt has served since May 2021 and brings deep energy industry experience as a former CEO; GPOR's 3-year TSR of +154.5% outperforms the compensation peer group median by +136.7 percentage points, far exceeding the 50pp underperformance threshold needed to trigger a concern, and no other policy flags apply.
Wolf has served since May 2021 as Lead Independent Director with strong financial and energy credentials; GPOR's 3-year TSR dramatically outperforms peers, no overboarding, attendance above 88%, and no other policy flags apply.
Martinez has served since May 2021 and brings 30 years of energy investment banking experience; GPOR's 3-year TSR dramatically outperforms peers, no overboarding, attendance above 88%, and no other policy flags apply.
Powers joined in July 2023 and has petroleum engineering and business development expertise; she joined within the last 24 months so is within the new-director exemption window, and no other policy flags apply.
Reganato has served since May 2021 and brings investment and oil-and-gas sector expertise; while he holds multiple outside board positions, none of the listed seats are public company boards that would trigger the overboarding threshold of four or more public seats, attendance is above 88%, and GPOR's strong TSR clears the performance threshold by a wide margin.
Shafer-Malicki joined in May 2023 and brings extensive senior executive and multi-board energy industry experience; GPOR's 3-year TSR dramatically outperforms peers, attendance is above 88%, and no other policy flags apply.
All six director nominees earn a FOR vote. Gulfport's 3-year total shareholder return of +154.5% outperforms the compensation peer group median by approximately +137 percentage points — well above the 50-percentage-point threshold that would trigger concern — so the TSR underperformance trigger does not fire for any director. No overboarding, attendance, independence, or qualifications concerns were identified. Jeannie Powers joined in July 2023 and falls within the 24-month new-director exemption in any case.
Say on Pay
✓ FORCEO
John Reinhart
Total Comp
N/A
Prior Support
97.63%%
The former CEO's total reported compensation of approximately $7.3 million is reasonable for a mid-cap energy company ($3.9B market cap) and is not materially above the benchmark for the role given peer group context. The pay structure is well-designed: at least 60% of equity awards are performance-based stock awards tied to absolute and relative total shareholder return over a three-year period, with the remaining 40% in time-vesting restricted stock units, ensuring that fixed salary represents a minority of total pay and aligns with the policy's 50-60% variable pay requirement. Pay-for-performance alignment is strong — GPOR's stock rose over 12% in 2025, outperforming the peer group average which declined roughly 14%, the prior Say on Pay vote received 97.63% support indicating broad shareholder approval, and a robust clawback policy and meaningful performance metrics are in place.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor fee data or Grant Thornton's tenure length in the sections provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire and absence of disclosure is noted as a minor negative but does not result in a No vote. Grant Thornton is a large national firm appropriate for a $3.9 billion company, and no material restatements were identified, so the default FOR vote applies.
Overall Assessment
The 2026 Gulfport Energy annual meeting presents a clean ballot with three standard proposals: director elections, auditor ratification, and a Say on Pay advisory vote. All proposals earn a FOR vote — the director slate benefits from exceptional 3-year stock performance that outpaces peers by over 130 percentage points, executive compensation is well-structured with a majority in performance-linked equity awards and strong shareholder approval history, and no auditor independence or fee concerns were identified from the available data.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing