HighPeak Energy, Inc. 10-K

ITEM 3. LEGAL PROCEEDINGS The Company may be a party to various proceedings and claims incidental to its business from time to time. While many of these matters involve inherent uncertainty, the Company believes the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company’s consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. See “Item 8. Financial Statements and Supplementary Data – Note 10” for additional information. On May 29, 2024, a purported HighPeak stockholder filed a derivative lawsuit in the Delaware Court of Chancery against various current and former HighPeak directors, alleging that the Company’s directors breached their fiduciary duties in approving the compensation awarded to the Company’s CEO and President and that the Company’s CEO was unjustly enriched by the compensation. The initial complaint alleged that the Company’s directors engaged in an inadequate process and approved excessive compensation in the years 2020 through 2023. After the defendants filed a motion to dismiss the initial complaint, the plaintiff filed an amended complaint on September 30, 2024. The amended complaint removed the plaintiff’s challenge to the Company’s President’s compensation, but it continues to challenge the compensation awarded to the Company’s CEO in “at least 2022, 2023, and 2024.” The defendants filed a motion to dismiss the amended complaint, and the court has not yet ruled on that motion. The plaintiff seeks to recover purported damages on behalf of the Company, disgorgement of the Company’s CEO’s compensation, an order requiring HighPeak to make various changes to its corporate governance policies, attorneys’ fees, and other relief. The Company believes the lawsuit is without merit and intends to vigorously defend against it. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 62 PART II