GPOR Gulfport Energy Corp - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Sluiter RSU Grant

On May 27, 2026, the Compensation Committee of
the Board of Directors (the “Board”) of Gulfport Energy Corporation (the “Company”) approved a grant of restricted
stock units pursuant to the Company’s 2021 Stock Incentive Plan to Michael Sluiter, Senior Vice President of Reservoir Engineering,
with a fair market value of $222,500 and a vesting period of one year.

Dell’Osso Board Appointment

On May 28, 2026, the Board voted to increase the
size of the Board to seven members and appointed Domenic J. Dell’Osso, Jr. to serve as a member of the Board until the 2027 Annual
Meeting of Stockholders or until his successor is duly elected and qualified. On May 4, 2026, Mr. Dell’Osso was appointed President
and Chief Executive Officer of the Company effective as of May 28, 2026. Mr. Dell’Osso has more than 20 years of experience in the
energy sector, with expertise in corporate strategy, capital markets and mergers and acquisitions, as well as leading companies through
periods of transformation to position them for long-term value creation. Most recently, he served as President and Chief Executive Officer
of Expand Energy Corporation (NASDAQ: EXE) (formerly Chesapeake Energy Corporation) from 2021 to February 2026. During his tenure as CEO,
Expand Energy became the largest natural gas producer in the United States and grew EBITDA and free cash flow significantly. The company
also became widely recognized as the capital efficiency and cost leader in every basin of operations, exhibiting disciplined capital allocation
to match market conditions and return significant capital to shareholders. Mr. Dell’Osso joined Chesapeake in 2008, serving in roles
of increasing responsibility, including Executive Vice President and Chief Financial Officer from 2010 to 2021. Prior to Chesapeake, he
was an investment banker with Jefferies & Co and Banc of America Securities. He earned a Master of Business Administration in Finance
from The University of Texas at Austin and a Bachelor’s degree in Economics from Boston College. Mr. Dell’Osso currently serves
on the board of Transocean Ltd. (NYSE: RIG). Mr. Dell’Osso will receive no additional compensation for his role on the Board. There
are no family relationships between Mr. Dell’Osso and any director or executive officer of the Company that are required to be disclosed
pursuant to Item 401(d) of Regulation S-K, there are no undertakings between Mr. Dell’Osso and any other person pursuant to which
he was selected to serve as an officer of the Company, and there are no transactions between the Company and Mr. Dell’Osso that
would require disclosure under Item 404(a) of Regulation S-K. Mr. Dell’Osso is not expected to serve on a committee of the Board.

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

On May 27, 2026, the Company held its 2026 Annual Meeting of Stockholders
(the “Annual Meeting”). At the Annual Meeting, the matters voted upon and the number of votes cast for, against or withheld,
as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter
are described in the definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on
April 8, 2026.

Proposal 1: Election of Directors

Timothy Cutt, David Wolf, Jason
Martinez, Jeannie Powers, David Reganato and Mary Shafer-Malicki were elected to serve as the Company’s directors until the 2027
Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote on Proposal
1 were as follows:

Name of Nominee

For

Against

Withheld

Broker Non-Votes

Timothy Cutt

14,913,776

194,656

42,126

230,828

David Wolf

14,791,532

317,292

41,734

230,828

Jason Martinez

14,955,006

153,820

41,732

230,828

Jeannie Powers

14,761,123

347,686

41,749

230,828

David Reganato

14,791,358

317,466

41,734

230,828

Mary Shafer-Malicki

14,780,840

287,168

82,550

230,828

Proposal 2: Auditors Ratification Proposal

The Company’s stockholders
ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
The results of the vote on Proposal 2 were as follows:

For

Against

Abstentions

Broker Non-Votes

15,096,966

245,452

38,986

0

Proposal 3: Say-on-Pay Proposal

The Company’s stockholders
approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers. The results of the
vote on Proposal 3 were as follows:

For

Against

Abstentions

Broker Non-Votes

14,813,750

289,761

47,047

230,828

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