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 over 40 years of energy industry experience including prior CEO roles at QEP Resources and Cobalt International Energy; GPOR's 3-year TSR of +137.7% outperforms the peer group median by +127.8pp, well above the 65pp threshold required to trigger an AGAINST vote, no overboarding or attendance issues are noted, and no other disqualifying flags apply.
Wolf has served since May 2021 as Lead Independent Director with strong financial and energy credentials; holds one additional public board seat (EP Energy), which does not reach the overboarding threshold of four seats; GPOR's strong 3-year outperformance versus peers eliminates any TSR trigger, and no other disqualifying flags apply.
Martinez has served since May 2021 and brings 30 years of energy investment banking experience; the company's 3-year TSR significantly outperforms the peer group median, no overboarding concerns exist, attendance exceeds the 75% threshold, and no other disqualifying flags apply.
Powers joined in July 2023 and brings relevant upstream energy and business development expertise; she is within the 24-month new-director exemption window for the TSR trigger, holds no outside public board seats, and no other disqualifying flags apply.
Reganato has served since May 2021 with over 20 years of investment experience including oil and gas sector knowledge; while he holds multiple board positions at non-public or private entities, none appear to constitute additional public company board seats that would trigger overboarding, GPOR's TSR outperformance eliminates the performance trigger, and no other disqualifying flags apply.
Shafer-Malicki joined in May 2023 and brings extensive energy industry executive experience and multi-board public company director experience; GPOR's strong 3-year peer outperformance eliminates any TSR trigger, no overboarding concerns exist given her recent board departures, and no other disqualifying flags apply.
All six director nominees receive a FOR vote. Gulfport's 3-year total shareholder return of +137.7% outperforms the company-disclosed peer group median by approximately +127.8 percentage points, which is well above the 65-percentage-point threshold required to trigger a negative vote under the strong-positive TSR band. No director has attendance below 75%, no director is overboarded, and the board discloses a skills matrix, maintains majority independence (5 of 6), and separates the Chair and CEO roles. Jeannie Powers, who joined in July 2023, is additionally protected by the 24-month new-director exemption.
Say on Pay
✓ FORCEO
John Reinhart
Total Comp
$7,323,707
Prior Support
97.63%%
The CEO's total reported compensation of $7,323,707 is within a reasonable range for a CEO at an energy exploration and production company with a $3.6 billion market cap, and the company's stock increased over 12% in 2025 while the peer group average declined approximately 14%, demonstrating strong pay-for-performance alignment. The compensation program is well-structured, with at least 60% of equity awards in performance-based stock awards tied to absolute and relative total shareholder return over a three-year period, and the remaining 40% in time-based awards that only deliver value if the stock price holds up, meaning the majority of executive pay is genuinely at risk. The prior year Say on Pay vote received overwhelming support at 97.63%, the company has a meaningful clawback policy, prohibits hedging and pledging, and operates without excessive perquisites, pension plans, or guaranteed bonuses, all of which are positive governance indicators.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee figures in the text provided, so the non-audit fee ratio trigger cannot be calculated; however, no disqualifying information is evident, Grant Thornton is a large national firm appropriate for a $3.6 billion market cap energy company, no material restatements are disclosed, and auditor tenure is not confirmed at 25 years or more, so the default FOR vote applies.
Overall Assessment
Gulfport Energy's 2026 annual meeting ballot contains three proposals: election of six directors, ratification of Grant Thornton as auditor, and an advisory Say on Pay vote. All three proposals receive a FOR vote determination, supported by the company's strong 3-year stock performance that significantly outpaces its peer group, a well-designed pay-for-performance compensation structure, and a governance framework that includes board independence, a clawback policy, and active shareholder engagement resulting in 97.63% Say on Pay support in the prior year.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing